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Stronger 2025 results, new projects and NASDAQ listing for Mako Mining (MAKOF)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Mako Mining reported sharply improved 2025 results, driven by higher gold prices, increased sales volumes and the addition of the Moss Mine. Revenue rose to $148.5M and net income to $33.7M, while operating cash flow reached $53M, boosting year-end cash to $77.3M and working capital to $82.9M.

The San Albino Mine remained the main contributor, though grades declined and costs rose, while Moss Mine ramp-up added low‑grade, higher‑cost ounces. Mako strengthened its balance sheet via a $37.4M equity raise and full repayment of Wexford debt, then acquired the Mt. Hamilton gold project under a $40M gold stream and advanced the Eagle Mountain project’s permitting. Management disclosed a material weakness in internal control over financial reporting tied to IT and journal‑entry segregation but outlined a remediation plan.

Positive

  • Substantial earnings and cash flow growth: 2025 revenue rose to $148.5M (from $92.1M) and net income to $33.7M (from $19.2M), with operating cash flow increasing to $53.0M, materially strengthening profitability and cash generation.
  • Balance sheet strengthening and deleveraging: Cash and cash equivalents increased to $77.3M and working capital to $82.9M, while the Wexford loan was fully repaid, leaving no term loans outstanding and reducing financial risk.
  • Expanded asset base and resource pipeline: The company integrated the Moss Mine, acquired the Mt. Hamilton Project via a $40M gold stream, advanced the Eagle Mountain permitting process, and reported a sizeable updated mineral resource at Moss, enhancing long-term production potential.

Negative

  • Rising costs and lower grades at core operations: Company-wide cash cost rose to $1,571/oz and AISC to $1,881/oz in 2025, while San Albino grades declined, reflecting more challenging ore and higher stripping and haul distances.
  • Material weakness in internal controls: Management identified a material weakness in internal control over financial reporting, mainly in information-technology general controls and segregation of duties around journal entries, indicating elevated control and reporting risk until remediation is completed.
  • Obligating gold stream at Mt. Hamilton: The $40M Mt. Hamilton acquisition is funded through long-dated gold stream deliveries, committing significant future gold production at 20% of the reference price and potentially limiting future margin on that output.

Insights

2025 shows strong growth, deleveraging and project pipeline expansion, partly offset by higher costs and an internal-control weakness.

Mako Mining nearly doubled its scale in 2025, with revenue climbing to $148.5M and net income to $33.7M. Cash from operations of $53M plus a $37.4M equity raise lifted cash to $77.3M and working capital to $82.9M, while the Wexford loan was fully repaid, removing term debt.

Operationally, San Albino delivered solid margins but with lower grades and higher cash costs and AISC, and Moss Mine contributed new ounces at relatively high unit costs during ramp-up. The Mt. Hamilton acquisition via a $40M gold stream and the updated Moss resource expand the long-term production pipeline but add streaming obligations that will divert a portion of future gold output at discounted pricing.

The main non-operational issue is a disclosed material weakness in internal control over financial reporting, centered on information-technology general controls and segregation of duties over journal entries. Management has begun remediation, but effectiveness will only be proven over time. Overall, the filing suggests a more valuable, better-capitalized company with growing assets, balanced by execution risk on mine ramp-ups, project development and internal-control enhancements.

Revenue $148.5M Year ended December 31, 2025
Net income $33.7M Year ended December 31, 2025
Operating cash flow $53.0M Net cash from operating activities in 2025
Cash and cash equivalents $77.3M As of December 31, 2025
Working capital $82.9M As of December 31, 2025
Gold ounces sold 41,686 oz Consolidated gold sold in 2025
All-in sustaining cost $1,881/oz AISC per gold ounce sold in 2025
Mt. Hamilton purchase price $40M Consideration via gold stream commitments
All-in sustaining cost (AISC) financial
"AISC ($/oz Au sold) ... AISC per gold ounce sold"
All-in sustaining cost (AISC) is a per-unit measure of what a mining operation spends to produce its commodity, including routine operating expenses plus the ongoing capital and maintenance needed to keep the operation running. Investors use AISC to compare true production costs across companies and judge profitability and cash flow resilience—think of it like the total cost per mile to operate a car, not just the fuel.
heap leach operation technical
"The Moss Mine is an open pit heap leach operation located in the historic Oatman District"
A heap leach operation is a mining process where crushed ore is stacked in large piles and a liquid solution is applied to slowly wash out valuable metals like gold, copper or silver, much like brewing tea to extract flavor. Investors care because it is a low‑cost, scalable way to produce metal but can take months to yield output and carries environmental, permitting and closure risks that affect production timing, costs and a miner’s long‑term liability.
Environmental and Social Impact Assessment regulatory
"the Company submitted to the Guyana Environmental Protection Agency the Environmental and Social Impact Assessment ("ESIA")"
An environmental and social impact assessment evaluates how a project, operation, or company affects the natural environment and nearby people—covering pollution, resource use, community health, labor conditions and local livelihoods. For investors it’s like a home inspection: it reveals hidden risks and potential costs (fines, cleanup, protests, supply disruptions) and opportunities (efficiency gains, stronger community relationships, access to certain markets) that can change a company’s long‑term value and risk profile.
net smelter return (NSR) royalty financial
"Sailfish is entitled to a 2% NSR royalty of the production of all gold and silver ounces from San Albino Mine"
material weakness regulatory
"deficiencies with respect to the design and operation of its ICFR which were deemed to aggregate to a material weakness"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
reclamation and rehabilitation obligation financial
"Reclamation and rehabilitation obligation ... was initially measured in accordance with IAS 37"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026
Commission File Number: 001-43201

Mako Mining Corp.
(Translation of registrant's name into English)

Suite 700-838 West Hastings Street
Vancouver, British Columbia,
Canada V6C 0A6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒


DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K

99.1 Management's Discussion and Analysis for the year ended December 31, 2025
99.2 Audited Consolidated Financial Statements for the years ended December 31, 2025 and 2024
99.3 News release dated April 1, 2026


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

  Mako Mining Corp.
  (Registrant)
   
Date: April 1, 2026 /s/ Akiba Leisman
  Akiba Leisman
  Chief Executive Officer



 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the year ended December 31, 2025

 


Management’s Discussion and Analysis
For the year ended December 31, 2025

This Management's Discussion and Analysis ("MD&A") is intended to help the reader understand Mako Mining Corp. (the "Company" or "Mako"), the operations, financial position, and current and future business environment. This MD&A is intended to supplement and complement Mako's consolidated financial statements for the year ended December 31, 2025, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").

Mako was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the Business Corporations Act (British Columbia) on November 14, 2007. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "MKO". Subsequent to year-end, on March 30, 2026, the Company's common shares commenced trading on the NASDAQ Stock Market LLC ("NASDAQ") under the symbol "MAKO". Additional information regarding Mako, including the risks related to the business and those that are reasonably likely to affect Mako's financial statements in the future, is contained in the Company's continuous disclosure filings, including the most recent audited consolidated financial statements, which is available on the Company's website at www.makominingcorp.com and under the Company's profile on the SEDAR+ website at www.sedarplus.ca and www.sec.gov.

This MD&A has been prepared as of March 31, 2026. All amounts are expressed in United States (US) dollars ("$"), unless otherwise stated.  References to "C$" are to the Canadian dollar.

BUSINESS OVERVIEW

The Company's principal business activities are the production of gold and the exploration of its mineral interests in Nicaragua, Guyana and the United States of America (the "USA" or "United States").

On March 27, 2025, the Company completed the acquisition of the Moss gold mine located in Arizona, USA (the "Moss Mine"). The acquisition was completed through Mako US Corp. ("Mako US"), a wholly-owned subsidiary of the Company, which entity purchased all the membership interests in EG Acquisition LLC ("EGA") from Wexford EG Acquisition LLC ("Wexford EGA"), as vendor, a private company controlled by Wexford Capital LP ("Wexford"). EGA owns 100% of the shares of Golden Vertex Corp. ("GVC"), the operating subsidiary of the Moss Mine. Refer to MOSS MINE ACQUISITION for additional details.

On March 23, 2026, the Company completed the acquisition of Mt. Hamilton LLC ("MHC") whereby Mako US acquired all the registered membership interests of MHC. MHC owns the Mt. Hamilton project located in Nevada, USA (the "Mt. Hamilton Transaction"). Refer to MT. HAMILTON ACQUISITION for additional details.

On July 3, 2024, the Company completed the acquisition of Goldsource Mines Inc. ("Goldsource") by way of a plan of arrangement, pursuant to which the Company acquired all of the issued and outstanding common shares of Goldsource in exchange for 13.2 million common shares of Mako. Goldsource's main asset is the Eagle Mountain Project in Guyana, South America.

The Company's main assets are the producing San Albino and the Las Conchitas gold deposits, collectively the "San Albino Mine", located within the San Albino-Murra Property in Nueva Segovia, Nicaragua. Mako developed the San Albino Mine, which reached commercial production on July 1, 2021. The Company also owns the Moss Mine, an open pit operation currently undergoing ramp-up activities. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua and the USA and advance the Eagle Mountain Project in Guyana and the Mt. Hamilton Project in Nevada, USA.

The projected free cash flow from the San Albino Mine and Moss Mine is anticipated to fund exploration on Mako's prospective land package in Nicaragua, development activities at the Mt. Hamilton Project in Nevada, USA, and ongoing engineering activities at the Eagle Mountain Project in Guyana.


Management’s Discussion and Analysis
For the year ended December 31, 2025

FINANCIAL AND OPERATIONAL HIGHLIGHTS, MAJOR ACTIVITIES AND SIGNIFICANT SUBSEQUENT EVENTS

 Revenues of $50.3 million and $148.5 million (Q4 2024: $28.9 million and 2024: $92.1 million) for the three months and the year ended December 31, 2025 ("Q4 2025" and "2025"), respectively.

 Consolidated sales of 11,564 ounces ("oz") and 41,686 oz of gold in Q4 2025 and 2025 (Q4 2024: 10,888 oz and 2024: 39,001 oz), respectively.

 Net income of $14.3 million and $33.7 million for Q4 2025 and 2025 (Q4 2024: $4.7 million and 2024: 19.2 million), respectively.

 Consolidated production of 12,105 oz and 40,831 oz of gold in Q4 2025 and 2025 (Q4 2024: 12,053 oz and 2024: 39,941 oz), respectively.

 Cash flows from operating activities of $53 million in 2025 (2024: $34.5 million).

 Private Placement

On October 28, 2025, the Company completed a brokered private placement issuing 5,031,250 common shares at a price of C$8.00 per share (the "Issue Price"), for gross proceeds of $28.8 million (C$40.3 million) (the "Brokered Offering").  The underwriters received a commission of $1.85 million (C$2.4 million), equivalent to 6% of the gross proceeds of the Brokered Offering.  Additional share issuance costs incurred totaled $0.15 million (C$0.2 million).

The Company also completed a concurrent non-brokered private placement (the "Non-Brokered Offering") with funds managed by Wexford Capital LP ("Wexford"), issuing 1,875,000 common shares at the Issue Price per share, for gross proceeds of $10.7 million (C$15.0 million) (together with the Brokered Offering, the "Private Placement").

Net proceeds from the Private Placement are to be used for the ramp-up of operations at the Moss Mine, advancement of the Company's development assets, and general working capital purposes.

 Wexford Loan Repaid

On October 28, 2025, the Company fully repaid the outstanding balance of its loan from Wexford (the "Wexford Loan") totaling $6.5 million. The repayment consisted of principal of $6.3 million and accrued interest of $0.2 million.

 Investment in Senior Secured Debt

On July 2, 2025, the Company acquired, for $1.8 million of secured indebtedness of Elevation Gold Mining Corporation ("Elevation") from Maverix Metals Inc. ("Maverix") under Elevation's ongoing CCAA proceedings (the "Senior Secured Debt"). The Senior Secured Debt, governed by multiple financial and security agreements, was fully assigned to and assumed by the Company. As the principal secured creditor, the Company is now entitled to distributions under the CCAA process. However, expected recoveries are significantly below the face value of the Senior Secured Debt.

 Sailfish Silver Loan

In April 2025, the Company delivered the final installment of silver ounces payable under the silver-linked loan agreement ("Sailfish Silver Loan") to Sailfish Royalty Corp. ("Sailfish"). On April 28, 2025, Sailfish exercised its option, available under the Sailfish Silver Loan, to purchase all refined silver produced from the Company's San Albino-Murra concession for an additional payment of $1.0 million. Under the terms of the agreement, the Company will deliver all refined silver to Sailfish on the last business day of each month. These deliveries will continue until production of refined silver from the San Albino-Murra concession is exhausted.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Subsequent to December 31, 2025:

 Mt. Hamilton Acquisition

On March 23, 2026, the Company completed the acquisition of 100% of the membership interests of MHC the owner of the Mt. Hamilton Project in Nevada, USA from Sailfish for total consideration of $40 million. The consideration payable to Sailfish consists of two gold stream commitments:

(a) Initial Stream Term (60 months): The Company will deliver 341.7 ounces of refined gold per month, subject to an adjustment formula ensuring the monthly delivery value is not less than $0.7 million and not more than $1.0 million, equivalent to a gold price range of $2,700/oz to $3,700/oz after adjustments.

(b) Additional Stream Term (72 months): Following the Initial Stream Term, the Company will deliver 100 ounces of refined gold per month, not subject to any adjustment formula.

For all ounces delivered under both streams, Sailfish will pay the Company 20% of the London PM fixed price for refined gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) on date of delivery of such deliverable gold.

 Updated Mineral Resource estimated for the Moss Mine

On March 10, 2026, the Company filed a technical report (the "Moss Mine Technical Report") titled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA" dated February 27, 2026 for the Moss Mine prepared under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") completed by Mr. Chris Keech, P.Geo. of CGK Consulting Services Inc., Mr. Gary Wong, P.Eng. of PDM Technical Services Ltd, William J. Lewis, P. Geo, of Micon International Limited and Richard M. Gowans, P. Eng., of Micon International Limited, each are a qualified persons under NI 43-101.

As outlined in the report, the Moss Mine contains an estimated measured open pit mineral resource of 9.55 million tons ("Mt") averaging 0.36 grams per tonne ("g/t") gold and 4.56 g/t silver for a total of 112,000 ounces of gold and 1.4 million ounces of silver, and estimated indicated open pit mineral resource of 47.52 Mt averaging 0.35 g/t gold and 3.53 g/t silver for a total of 534,000 ounces of gold and 5.4 million ounces of silver. Mineral resources are estimated using at a 0.17 g/t AuEq cutoff grade. There is an additional estimated Inferred mineral resource of 12.33 Mt averaging 0.31 g/t gold and 1.46 g/t silver.

Gold equivalent ounces (AuEq) were calculated using silver and gold price assumptions and metallurgical recoveries mentioned below which resulted in a silver to gold ratio of 194.6:1. These mineral resources are reported within an optimized constraining open pit shell considering a gold price of $2,500/oz and a silver price of $29.2/oz with a gold recovery of 75% and a silver recovery of 33%.

The effective date for the Mineral Resource Estimate is December 18, 2025. The Company anticipates advancing the project toward a Mineral Reserve Estimate and updated project economics in the second quarter of 2026.  For the full Mineral Resource Estimate, including key assumptions and modifying factors, please see the Moss Mine Technical Report available under the Company's profile on SEDAR+ at www.sedarplus.ca.

 Eagle Mountain Project

On March 25, 2026, the Company submitted to the Guyana Environmental Protection Agency ("EPA") the Environmental and Social Impact Assessment ("ESIA"). The ESIA reflects the Project's baseline studies for environmental, social, cultural, engineering, community engagement as well as expected impacts and mitigation measures. Its filing marks a critical step in the regulatory review process in respect of the Environmental Authorization to be issued by the EPA.


Management’s Discussion and Analysis
For the year ended December 31, 2025

RESULTS OF OPERATIONS

Consolidated Financial
Performance

(in $000's)
Three months ended           Year ended        
December 31           December 31        
  2025     2024   Change     2025     2024   Change  
Revenue $ 50,394   $ 28,849   $ 21,545   $ 148,472   $ 92,076   $ 56,396  
Income for the period   14,307     4,657     9,650     33,740     19,152     14,588  
Operating cash inflows before changes in non-cash working capital   19,510     12,268     7,242     48,940     36,150     12,790  
Net cash provided from operating activities   21,951     15,930     6,021     52,977     34,451     18,526  
Cash cost ($/oz Au sold)(1)   1,572     1,006     565     1,571     980     591  
AISC ($/oz Au sold)(1)   1,876     1,352     524     1,881     1,371     510  
EBITDA(1)   24,650     12,623     12,027     63,848     37,869     25,979  
Adjusted EBITDA(1) $ 28,322   $ 14,102   $ 14,220   $ 75,184   $ 42,154   $ 33,030  
                                     
Financial Condition (in 000's)                   As at
December 31,
2025
  As at
December 31,
2024
  Change  
Cash and cash equivalents                   $ 77,277   $ 14,521   $ 62,756  
Working capital(1)                     82,874     10,773     72,101  

(1) Working capital; Cash cost per ounce of gold sold; AISC; EBITDA; and Adjusted EBITDA, are non-IFRS financial measures or ratios. Refer to the "Non-IFRS Measures" section for more information, including reconciliations to IFRS measures.

San Albino Property, Nueva Segovia, Nicaragua

The Company holds a 100% interest in five mineral concessions in Nueva Segovia, Nicaragua, for a total land package of approximately 22,422 hectares ("ha") (224 km2). The San Albino and Las Conchitas gold deposits, located within the San Albino-Murra Property, are currently the focus of mining operations. The San Albino gold deposit was a historical small-scale underground gold mine, commencing production in the early 1900's and operating on and off until approximately 1940.

On August 24, 2020, the Nicaraguan Ministry of Environmental and Natural Resources ("MARENA") amended the environmental permit granted to the Company in 2017 to allow for the processing of up to 1,000 tonnes per day ("tpd") at the San Albino-Murra Property. The amendment was initially effective for a period of five years and can be renewed indefinitely so long as the Company complies with the conditions set forth by MARENA. The permit was renewed and expires on June 24, 2029. All other provisions contained in the environmental permit granted in 2017 remain in force and are fully applicable apart from the increased throughput from 500 tpd to 1,000 tpd; total capacity of the two mills on site is 1,000 tpd.

On July 1, 2021, the Company declared commercial production on San Albino Mine. During 2021 and 2022 extensive drilling was conducted to update the mineral resource estimate ("MRE") at the San Albino Mine.  This program included 1,232 diamond drill holes and 105,073 meters ("m") drilled in the San Albino deposit and 718 diamond drill holes and 78,100 m drilled in the Las Conchitas gold deposit. On October 31, 2023, the Company reported an updated MRE for both areas (Technical Report and Estimate of Mineral Resources for the San Albino Mine Comprising the San Albino and Las Conchitas Deposits, Nueva Segovia, Nicaragua, prepared by RESPEC and dated December 6, 2023). The MRE reflected the selective open pit mining methods presently being utilized at San Albino, with a fully diluted open pit grade of 11.61 g/t gold ("Au") in the Measured and Indicated categories.

On June 10, 2024, the Company filed an amended technical report in response to comments received from the British Columbia Securities Commission following a technical compliance review ("Amended Technical Report"). The key amendments and certain other amendments as outlined in the Amended Technical Report, include the addition of Sections 16 through 21 of Form 43-101F1 under NI 43-101 in respect of the San Albino Mine's mining and recovery methods, project infrastructure, market studies, environmental studies, and capital and operating costs. The additional Sections 16 through 21 address disclosure requirements under 43-101F1 pertaining to an "advanced property", which is defined under NI 43-101 as a property that has mineral reserves or mineral resources where the potential economic viability is supported by a pre-feasibility or a feasibility study, or mineral resources supported by a preliminary economic assessment.


Management’s Discussion and Analysis
For the year ended December 31, 2025

No changes were made to the MRE for the San Albino Mine in the Amended Technical Report.

The table below shows the main variables used by Company management to measure operating performance of the San Albino mine.

Operating data   Three months ended           Year ended        
  Dec 31,
2025
    Dec 31,
2024
    Change     Dec 31,
2025
    Dec 31,
2024
    Change  
Tonnes Mined   2,298,759     1,948,848     349,911     9,483,062     7,745,342     1,737,720  
Tonnes Milled   54,076     51,242     2,834     212,887     208,265     4,622  
Mill availability   98%     97%     0%     97%     97%     0%  
Avg Tonnes per day   599     576     26     602     591     11  
Mill recovery %   82%     85%     -3%     82%     81%     1%  
Gold grade (g/t)   6.8     8.6     (1.8 )   6.4     7.2     (0.8 )
Gold produced (ounces)   9,621     12,053     (2,430 )   35,898     39,941     (4,043 )
Gold sold (ounces)   9,307     10,888     (1,581 )   36,210     39,001     (2,791 )
Average realized gold price ($/oz sold) (1) $ 4,340   $ 2,650   $ 1,690   $ 3,491   $ 2,361   $ 1,130  
Cash cost ($/oz Au sold)(1) $ 1,454   $ 1,006   $ 448   $ 1,378   $ 980   $ 398  
AISC ($/oz Au sold)(1)(2) $ 1,602   $ 1,352   $ 250   $ 1,528   $ 1,371   $ 157  

(1) Refer to Non-IFRS Measures.

(2) AISC excludes corporate general and administrative expenses.

Tonnes mined: Mining activity increased by 0.3 Mt in Q4 2025 compared to Q4 2024, and by 1.7 Mt during the year, largely due to a higher stripping ratio across the Las Conchitas deposit, where operations remained active.

Tonnes milled: Mill operations remained stable with no significant unplanned downtime in Q4 2025 and the full year, with no operational interruptions.

Gold ounces produced and sold: The decrease in gold ounces produced and sold during Q4 2025 and for the full year was primarily driven by the processing of lower grade material from the Las Conchitas deposit.

Cash cost and AISC: Cash costs and AISC increased in Q4 2025 compared to Q4 2024, and for the full year, primarily due to a higher stripping ratio, mining and processing of lower grade material, longer haul distances for waste and mineralized material from Las Conchitas, and higher royalty costs driven by increased gold prices.

Moss Mine, Arizona, USA

On March 27, 2025, the Company acquired EGA, whereby Mako US acquired all of EGA's issued and outstanding common shares, resulting in the acquisition of the Moss Mine, in Arizona, USA. The Moss Mine is an open pit heap leach operation located in the historic Oatman District in western Arizona. The mine has produced gold since 2018 and holds significant potential for both near-mine and regional resource expansion.

The Moss Mine is currently mining the Moss vein system, which consists of fault-hosted epithermal quartz-calcite veins with associated vein stockwork that are younger than and cut across the Moss quartz monzonite porphyry host rock in the vicinity of the mine. The Moss vein system includes the Moss and Ruth veins, as well as associated hanging wall and, locally, footwall vein stockwork. The Moss vein strikes slightly north of west and dips steeply to the south in the vicinity of the mine. Locally, the Moss vein develops a more northerly strike. The Ruth vein, which is approximately 175 meters to the south of the Moss vein on surface, is sub-parallel to, and dips moderately north towards the Moss vein, with the distance between the two veins diminishing with depth. The two veins intersect at depths of between 180 meters and 230 meters below the current surface. Moss vein hanging wall stockworks are present both above and below the intersection between the two veins.


Management’s Discussion and Analysis
For the year ended December 31, 2025

During the first months after the acquisition, the operation was at limited capacity; however, heap leaching continued to operate, producing minor amounts of gold and silver. All operating permits are in good standing. During the third quarter of 2025 ("Q3 2025"), the Company engaged a new mine contractor. Operations resumed in Q3 2025 with mobilization of a partial mining fleet at site in Q3 2025 and more significantly in Q4 2025. Mining is currently focused on the main Moss vein and associated stockwork material.

The table below shows the main variables used by Company management to measure operating performance of the Moss Mine.

Operating data   Three months ended           Year ended        
  Dec 31,
2025
    Dec 31,
2024
    Change     Dec 31,
2025
    Dec 31,
2024
    Change  
Tonnes Mined   483,521     -     483,521     606,309     -     606,309  
Tonnes Crushed   436,066     -     436,066     514,434     -     514,434  
Gold grade (g/t)   0.2     -     0.2     0.3     -     0.3  
Gold produced (ounces)   2,484     -     2,484     4,933     -     4,933  
Gold sold (ounces)   2,257     -     2,257     5,476     -     5,476  
Average realized gold price ($/oz sold) (1) $ 4,202     -   $ 4,202   $ 3,670     -   $ 3,670  
Cash cost ($/oz Au sold) (1) $ 2,058     -   $ 2,058   $ 2,846     -   $ 2,846  
AISC ($/oz Au sold)(1) (2) $ 2,131     -   $ 2,131   $ 3,103     -   $ 3,103  

(1) Refer to Non-IFRS Measures.

(2) AISC excludes corporate general and administrative expenses.

EXPLORATION AND MINERAL PROPERTY DEVELOPMENT UPDATE

Nicaragua

During Q4 2025, the Company completed 10,088 m of reverse circulation ("RC") drilling which included 334 m of infill drilling. In addition, 6,898 m of diamond drilling was completed. Drilling was completed using six drill rigs, including 3 RC drill rigs, two combination diamond / RC drill rigs and one diamond drill rig.

The objective of this drilling campaign was to identify extensions of the high-grade mineralized blocks and mineralization trends beyond the limits of the MRE for the San Albino Mine, increase the level of confidence in areas to be mined and to test regional exploration targets.

On November 18, 2024, the Company's wholly owned subsidiary Nicoz Resources S.A. was granted a new concession by Nicaraguan Ministry of Energy and Mines ("MEM").  The new concession, called Tiburon, covers an area of 3,605 ha (approximately 36.05 km2) and is contiguous to the east of the Company's San Albino-Murra concession and north of the El Jicaro concession in Nueva Segovia, Nicaragua. The Tiburon concession allows for both exploration and exploitation and is valid for a period of 25 years, until November 18, 2049. During Q2 2025, the Company initiated an environmental impact assessment study and began geological mapping and sampling programs on the new concession.

On September 19, 2025, the Company was granted an exploration permit for the Tiburon concession which is valid for 10 years and allows the Company to drill 800,000 m on this concession.

The Company now holds 100% of five mineral concessions in Nueva Segovia, Nicaragua for a total land package of approximately 22,422 ha (approximately 224 km2).

During Q3 2025, the Company initiated drilling campaigns on several regional exploration targets as discussed in detail below and continued geological mapping and sampling of exposed mineralized veins, local mines dumps, and, where safely accessible, underground workings, at all five, 100% owned concessions (San Albino-Murra, Potrerillos, La Segoviana, El Jicaro and recently granted Tiburon).

Las Conchitas Area

Las Conchitas is situated between two past-producers, the San Albino Mine and the El Golfo Mine. It covers an area of approximately 3.75 km2 and is 2 km south of the San Albino Mine, and immediately to the north of the historical El Golfo Mine that is within the Company's El Jicaro Concession.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Las Conchitas contains numerous mineralized structures over a 1,700 m by 800 m area, which has been subdivided into three primary areas: Las Conchitas Norte, Las Conchitas Central and Las Conchitas Sur. Each area features multiple subparallel, northeast-southwest striking and gently dipping mineralized veins.

In the Northern area of Las Conchitas two targets were drilled: Mina Francisco with 2,055 m of RC drilling and 1,096 m of diamond drilling focused on delineating geological and geochemical data to be used for detailed underground mine design, and San Pablo/Mina Francisco with 238 m of diamond drilling testing potential open pitable resources.

In the Central area of Las Conchitas, the company completed 334 m of infill drilling at the Intermediate zone with the main goal of testing for structural continuity and extensions of the gold mineralization.

San Albino Area

Two areas outside of the main San Albino deposit were drilled.  In the Southwest pit area, 1,171 m of RC drilling were completed testing for extensions of the open pitable resources and potential underground targets.  At El Jobo, 1,318 m of RC drilling was completed testing for additional open pitable resources.

During Q4 2025, the Company completed 994 m of exploration RC drilling at the Mina Milagros prospect, situated in the central portion of the San Albino - Murra Concession. In the Northern portion of the San Albino - Murra Concession, at Aguas Frias, 1,125 m of RC drilling was completed.

The objective of these programs was to test gold mineralization identified in the reconnaissance mapping program related to historical underground workings.  Results are pending.

El Jicaro Concession

El Jicaro encompasses the southwest extension of the mineralized structures identified on the Corona de Oro Gold Belt. It covers an area of 5,071 ha (51 km2). Several prospective exploration targets were prioritized for detailed mapping and sampling. A drilling campaign was designed to test additional high priority targets at El Golfo, located approximately 1 km to the south of Las Conchitas area.

During Q4 2025, the Company completed a total of 5,564 m of diamond drilling and 816 m of RC drilling at El Golfo using two drill rigs.

Potrerillos Concession

The Potrerillos Concession comprises 12 km2 of subsurface mineral rights and is contiguous to and along strike from the San Albino Mine. Detailed mapping and sampling were completed on the Potrerillos Concession. The Potrerillos Concession is valid until December 2031 with the ability to renew for an additional 25 years.

During Q4 2025, the Company continued reconnaissance exploration and identified a number of prospects that require additional follow-up sampling and mapping.

La Segoviana Concession

The La Segoviana concession covers an area of 3,845.80 ha (approximately 39 km2) and is contiguous to the north and northwest of the Company's San Albino-Murra Concession. The La Segoviana Concession allows for both exploration and exploitation and is valid for a period of 25 years, until March 12, 2045.

During Q4 2025, the Company continued drilling campaign at Mina Americas and completed 2,275 m of RC drilling.  Results are pending.  The Company continued reconnaissance exploration and continues to identify additional prospects that require additional follow-up sampling and mapping. 

Tiburon Concession

On November 18, 2024, the Company was granted a new concession called Tiburon and initiated a prospecting and mapping program, which identified several areas with potential to discover additional gold bearing structures. Reconnaissance mapping and sampling has identified several new prospects with similar characteristics to the San Albino and Las Conchitas deposits. During Q4 2025, exploration work focused on mapping and sampling of prospective zones. 


Management’s Discussion and Analysis
For the year ended December 31, 2025

On September 19, 2025, the Company was granted an exploration permit for the Tiburon concession which is valid for 10 years and allows the Company to excavate 540 trenches, totaling 32,000 m and to complete 500,000 m of diamond drilling and 300,000 m of RC drilling for a total of 800,000 m. 

For details on all previously reported drill results, please see the Company's filings on the Company's website at www.makominingcorp.com and on SEDAR+ at www.sedarplus.ca

Eagle Mountain Project, Guyana

The Company's subsidiary, Stronghold Guyana Inc. ("Stronghold"), has a 100% interest in the Eagle Mountain Prospecting License ("EMPL") and the Kilroy Mining Permit (collectively the "Guyana Property"). The Guyana Property covers an area of 5,050 ha (approximately 50km2) in central Guyana. 4,784 ha relate to the Eagle Mountain Prospecting License and 266 ha relate to the Medium-Scale Mining Permit held by Kilroy Mining Inc. ("Kilroy"), a Guyanese Company, on which Stronghold has a long-term lease with a 2% net smelter return ("NSR") royalty.

The long-term lease and NSR royalty arrangement was established in 2014 to support a pilot plant operation. Pursuant to Stronghold's agreement with Kilroy, Kilroy is obligated to surrender the existing Mining Permits upon instruction from Stronghold. The Company expects to issue such instruction in connection with its application for a Large-Scale Mining License, at which point the lease and NSR royalty will terminate and the underlying claims will be consolidated into the new license.

On September 30, 2024, the Guyana Geology and Mines Commission ("GGMC") approved the renewal of the EMPL. Pursuant to the Guyana Mining Act, the term of prospecting licenses is three years with two rights of extension of one year each, for a total of five years. Stronghold was granted two other renewals in 2013 and 2019. The EMPL provides the Company with the right to explore the area for gold, valuable minerals, and base metals. It also provides the Company with the right to apply for a mining license over the EMPL area.

The terms of the prospecting license include the payment of an annual rental fee to GGMC equal to $0.92 per English acre for the first year, a requirement to allow the GGMC to inspect the operations within the prospecting license area as often as deemed necessary by the GGMC, the submission of a technical data report related to the prospecting license activities on a semi-annual basis to the GGMC, and the annual submission of audited annual financial statements to the GGMC. As part of the prospecting license renewal application, the Company submitted a work program and budget for the EMPL. The Company is obliged to spend, by September 30, 2025, a minimum of $2.56 million on the execution of the work program during the first year of the renewed prospecting license. The minimum expenditure requirement was met as of September 30, 2025. As per the requirements of the prospecting license, the Company submitted to the GGMC a work performance bond of $0.3 million on October 11, 2024. 

The 2025 work program includes engineering and environmental activities, such as geotechnical drilling, hydrology/hydrogeology, environmental geochemistry, cultural heritage and community surveys, noise/air and biodiversity surveys, as well as siting studies to both confirm mine design parameters and to generate baseline environmental data for an Environmental and Social Impact Assessment ("ESIA").

In March 2025, the Company advanced permitting efforts for the Eagle Mountain Project with the submission of a comprehensive Environmental Application and Project Summary documents to the Guyana Environmental Protection Agency ("EPA"). Subsequently, in May 2025, Mako hosted EPA officials at the Eagle Mountain site. Following this visit, on July 13, 2025, the EPA announced the start of the public notice period. During this phase, the Guyana EPA and Environmental Resources Management Ltd. - Mako's lead consultant for the EIA process - together with Mako have commenced a series of stakeholder and community engagement meetings. This process informed the impacts and mitigation measures of the EIA.

On March 25, 2026, the Company filed with the Guyana EPA the Environmental and Social Impact Assessment. The ESIA reflects the Project's baseline studies for environmental, social, cultural, engineering, community engagement as well as expected impacts and mitigation measures. Its filing marks a critical step in the regulatory review process in respect of the Environmental Authorization to be issued by the EPA.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Mt. Hamilton Project, Nevada USA

On March 23, 2026, the Company completed the acquisition of 100% of the membership interests of MHC, the owner of the Mt. Hamilton Project located in White Pine County, Nevada, USA. The Mt. Hamilton Project has all major state and federal permits to allow construction of an open pit, heap leach gold silver project. The Mt. Hamilton Project also hosts a tungsten target, located below and independent of the gold and silver mineralization. The tungsten target has been defined by over 100,000 ft of historical exploration drilling. In a report by the Department of the Interior, dated August 25, 2025, tungsten was identified as one of the top 10 critical metals based on its probability weighted impact of supply disruptions on the U.S. economy. Tungsten is considered a critical metal for the U.S. Government, particularly for national security, defense, and advanced industrial applications.

SELECTED ANNUAL FINANCIAL INFORMATION

(in $000's)   2025     2024     2023  
Revenue $ 148,472   $ 92,076   $ 65,948  
Gross profit   75,017     46,385     22,836  
Income for the year   33,740     19,152     6,799  
Comprehensive income for the year   33,253     20,665     6,721  
Basic income per share   0.41     0.27     0.10  
Diluted income per share   0.41     0.26     0.10  
Total assets   208,445     107,082     41,809  
Total non-current financial liabilities   -     4,806     7,516  

The improvement in the Company's financial position and financial performance reflects the increase in gold prices during 2024 and 2025. In addition, the 2025 and 2024 balances were materially impacted by the acquisitions of the Moss Mine (completed in 2025) and Goldsource Mines Inc. (completed in 2024). Refer to MOSS MINE ACQUISITION and GOLDSOURCE MINES INC. ACQUISITION for additional details.

TREND ANALYSIS

Summary of Quarterly Results

(in $000's excluding per share)   2025     2024  
  Oct - Dec     Jul - Sept     Apr - Jun     Jan - Mar     Oct - Dec     Jul - Sept     Apr - Jun     Jan-Mar  
                                                 
Revenue   50,394     27,575     38,715     31,788     28,849     15,739     28,278     19,211  
Cost of sales   (20,825 )   (18,018 )   (19,682 )   (14,926 )   (12,586 )   (11,242 )   (11,715 )   (10,148 )
Gross profit   29,569     9,557     19,033     16,862     16,263     4,497     16,563     9,063  
E&E expenses   (2,837 )   (2,787 )   (2,209 )   (1,530 )   (1,241 )   (1,148 )   (179 )   (696 )
G&A expenses   (3,611 )   (2,893 )   (2,603 )   (1,701 )   (2,096 )   (1,736 )   (3,023 )   (1,794 )
Other income (expenses)   (928 )   360     1,576     (1,158 )   (2,357 )   (641 )   (1,463 )   (664 )
Income taxes   (7,886 )   (3,041 )   (6,979 )   (3,050 )   (5,912 )   (595 )   (3,130 )   (560 )
Net income   14,307     1,196     8,818     9,423     4,657     360     8,768     5,349  
Basic income per share   0.17     0.01     0.11     0.12     0.06     0.00     0.13     0.08  
Diluted income per share   0.16     0.01     0.11     0.12     0.06     0.00     0.13     0.08  
The sum of the quarters may not equal the annual results due to rounding.                          
                                                 
Consolidated gold ounces produced   12,105     7,822     11,074     9,830     11,070     6,327     12,206     9,875  
Consolidated gold ounces sold   11,564     7,830     11,476     10,817     10,888     6,532     12,313     9,267  
Average realized gold price ($/oz) (1)   4,313     3,454     3,323     2,915     2,650     2,409     2,296     2,073  

(1) Refer to Non-IFRS Measures.

Revenue: The variation between quarters resulted from changes in the number of ounces sold and the average prices realized for gold. Additionally, 2025 revenues are impacted by the acquisition of Moss Mine. Refer to MOSS MINE ACQUISITION for additional details.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Cost of sales: The variation between quarters resulted from differences in the deposit and the grade of mineralized material mined during each period.

Exploration and evaluation expenditures: Quarter on quarter increase in exploration expenses resulted from drilling exploration to define new mineral reserves and resources at various concessions near in Nicaragua and advancing Eagle Mountain Project in Guyana.

Other income (expenses): Other income (expense) for the period up to June 30, 2025, was affected by quarter-over-quarter changes in the fair value of the embedded derivative in the Silver Loan with Sailfish. In Q2 2025, the Company recognized a gain of $1 million related to the elimination of the contingent consideration payable. Refer to MOSS MINE ACQUISITION for additional details. In Q4 2025, the Company recognized a loss of $1.3 million on the extinguishment of the Wexford Loan.

FINANCIAL RESULTS

Financial results for the three months and year ended December 31, 2025 and 2024:

(in $000's excluding per share) For the three months ended   For the year ended  
  December 31,   December 31,  
    2025     2024     2025     2024  
Revenue $ 50,384   $ 28,775   $ 148,421   $ 91,608  
Production services revenue   10     74     51     468  
    50,394     28,849     148,472     92,076  
Cost of sales                        
Production costs   (18,397 )   (10,938 )   (65,473 )   (38,222 )
Depreciation, depletion and amortization   (2,428 )   (1,648 )   (7,982 )   (7,469 )
    (20,825 )   (12,586 )   (73,455 )   (45,691 )
Gross profit   29,569     16,263     75,017     46,385  
Exploration and evaluation expenses   (2,837 )   (1,241 )   (9,363 )   (3,263 )
General and administrative expenses   (3,611 )   (2,096 )   (10,808 )   (8,649 )
Other income (expense)   (928 )   (2,357 )   (150 )   (5,124 )
Income before income taxes   22,193     10,569     54,696     29,349  
Income and deferred tax expense   (7,886 )   (5,912 )   (20,956 )   (10,197 )
Income for the period $ 14,307   $ 4,657   $ 33,740   $ 19,152  
Other comprehensive income                        
Foreign currency translation adjustment $ 293   $ 1,502   $ (487 ) $ 1,513  
                         
Comprehensive income for the period $ 14,600   $ 6,159   $ 33,253   $ 20,665  

Revenue:

    Three months ended     Year ended  
  Dec 31,
2025
    Dec 31,
2024
    Change     Dec 31,
2025
    Dec 31,
2024
    Change  
Revenue (in $ 000s) $ 50,394   $ 28,849   $ 21,545   $ 148,472   $ 92,076   $ 56,396  
Gold sold (ounces)   11,564     10,888     676     41,686     39,001     2,685  
Average realized gold price ($/oz sold) (1) $ 4,313   $ 2,650   $ 1,663   $ 3,515   $ 2,361   $ 1,154  

(1) Refer to Non-IFRS Measures.

During the 2025 periods, revenue included gold sales from the Moss Mine, which was acquired in Q1 2025, along with gold sales from the San Albino Mine, primarily from the Las Conchitas deposit. In 2024, revenue was generated from the San Albino Mine, including both the San Albino and Las Conchitas deposits.

Additionally, the Company sells gold at the spot price. During 2025, the Company realized higher gold prices compared to 2024.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Cost of sales: During the 2025 periods, cost of sales increased compared to 2024 due to a higher stripping ratio and longer hauling distances for waste and mineralized material at the San Albino Mine, primarily related to mining at the Las Conchitas deposit. Cost of sales also increased due to higher mining costs at Moss Mine, which the Company acquired in Q1 2025.

Exploration and evaluation ("E&E") expenses:

    Three months ended     Year ended  
Expenses by property
(in $000s)
  Dec 31,
2025
    Dec 31,
2024
    Change     Dec 31,
2025
    Dec 31,
2024
    Change  
Eagle Mountain $ 454   $ 701   $ (247 ) $ 3,944   $ 1,315   $ 2,629  
El Jicaro   1,617     110     1,507     3,107     336     2,771  
San Albino   731     430     302     2,111     1,612     499  
Moss Mine   36     -     36     201     -     201  
  $ 2,838   $ 1,241   $ 1,597   $ 9,363   $ 3,263   $ 6,100  

During 2025 periods, E&E expenses increased compared to 2024 periods due to higher drilling activity at the El Jicaro concession and other concessions within the San Albino Mine, aimed at defining new mineral reserves and resources. In addition, costs incurred at the Eagle Mountain Project were directed toward advancing the project.

General and administrative expenses

    Three months ended     Year ended  
(in $000s)   Dec 31,
2025
    Dec 31,
2024
    Change     Dec 31,
2025
    Dec 31,
2024
    Change  
Accounting and legal   182     232     (50 )   1,171     984     187  
Consulting fees   24     17     7     66     62     4  
Directors' fees   121     88     33     443     265     178  
Depreciation   33     34     (1 )   136     127     9  
General office expenses   121     37     84     404     189     215  
Insurance   83     109     (26 )   457     470     (13 )
Investor relations and communications   48     39     9     182     184     (2 )
Rent   12     2     10     42     6     36  
Salaries and benefits   2,031     1,201     830     5,474     4,883     591  
Stock-based compensation   835     221     614     1,973     1,022     951  
Telephone and IT services   (21 )   58     (79 )   123     188     (65 )
Transfer agent fees and regulatory fees   27     18     9     99     88     11  
Travel   115     40     75     238     181     57  
    3,611     2,096     1,515     10,808     8,649     2,159  

Stock-based compensation: The increase in expenses during the 2025 period resulted from stock options granted during the year.

Salaries and benefits: The increase in expenses during the three months ended December 31, 2025, compared with the same period in 2024, was primarily due to higher bonus accruals for officers and employees.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Other income (expenses)

    Three months ended     Year ended  
(in $000s)   Dec 31,
2025
    Dec 31,
2024
    Change     Dec 31,
2025
    Dec 31,
2024
    Change  
Accretion and interest expense   (344 )   (357 )   13     (1,600 )   (971 )   (629 )
Loss on derivative instruments   (199 )   (22 )   (177 )   (294 )   (1,959 )   1,665  
Loss on derecognition or modification of financial liability   (1,251 )   (483 )   (768 )   (1,251 )   (483 )   (768 )
Gain on elimination of contingent consideration   -           -     1,000     -     1,000  
Foreign exchange gain (loss)   525     (1,480 )   2,005     1,397     (1,665 )   3,062  
Interest income   348     3     345     566     48     518  
Other miscellaneous gain (loss)   (7 )   (18 )   11     32     (94 )   126  
    (928 )   (2,357 )   1,429     (150 )   (5,124 )   4,974  

Loss on derivative instruments: The Company's derivative liabilities were related to the Sailfish Loan. The loan was settled during Q2 2025, resulting in no gain or loss recorded in the quarter. The lower market value adjustment in the first half of the year was due to fewer payable silver ounces in 2025.

Loss on derecognition or modification of financial liability: In Q4 2024, the Company amended the Wexford Loan to reflect interest payments on a semi-annual basis over the remaining term of the agreement. As a result, the Company recognized a remeasurement loss in 2024. On October 28, 2025, the Company fully repaid the outstanding balance of the Wexford Loan. The difference between the loan's carrying value and the settlement amount was recognized as a loss on settlement in the statement of income.

Gain on elimination of contingent consideration: The purchase price for the Moss Mine acquisition included $1 million of contingent consideration payable to Elevation. In Q3 2025, after the Company acquired the debt held by Elevation, management determined that the likelihood of the Contingent Consideration becoming payable was remote. As a result, a gain was recognized in the statement of income. REFER TO EG ACQUISITION LLC.

Foreign exchange gain (loss): The foreign exchange gain (loss) arises primarily at Corporate, which has a Canadian-dollar functional currency but holds loans, cash, and inter-company investments denominated in U.S. dollars. At December 31, 2024, a significant unrealized loss was recognized in the statement of income due to the depreciation of the Canadian dollar relative to the U.S. dollar. During 2025, the Canadian dollar appreciated, partially reversing the unrealized losses recorded in 2024.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows

    Year ended        
(in $000s)   Dec 31,
2025
    Dec 31,
2024
    Change  
Net cash flows provided by operating activities   52,977     34,451     18,526  
Net cash flows used in investing activities   (20,336)     (13,185)     (7,151)  
Net cash flows provided (used) in financing activities   30,071     (8,233)     38,304  
Effect of foreign exchange on cash and cash equivalents   44     (10)     54  
Change in cash and cash equivalents $ 62,756   $ 13,023   $ 49,733  

The Company generated positive cash flow from operations of $53 million during 2025, an increase of $18.5 million compared to 2024.  The increase in cash flows provided by operating activities is primarily attributable to an increase in revenue driven by higher gold selling prices and a higher quantity of gold ounces sold during 2025.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Cash used in investing activities included: (i) $6.1 million (net of cash acquired) for the purchase of the Moss Mine; (ii) $1.8 million for the debt previously owed by Elevation to Maverix; (iii) $1.1 million for transaction costs related to the acquisitions of the Moss Mine and the Mt. Hamilton Project; and (iv) $12.3 million for exploration activities at the San Albino Property in Nicaragua and for advancing the Eagle Mountain Project in Guyana. These expenditures were partially offset by the receipt of $1 million from Sailfish for the exercise of its option to purchase all silver production from the San Albino Property.

The cash generated from financing activity included $37.4 million from the Private Placement, and $2.5 million from exercise of options and warrants. Cash used in financing activity included: i) repayment of Sailfish Silver Loan amounting to $1.3 million, ii) interest and principal payment of $7.1 million on the Wexford Loan and (iii) $1.4 million to purchase the Company's common shares under its normal course issuer bid announced in November 2024.

Financial condition and Liquidity risk

(in $000s)   Dec 31,
2025
    Dec 31,
2024
    Change  
Cash and cash equivalents $ 77,277   $ 14,521   $ 62,756  
Working capital (1) $ 82,874   $ 10,773   $ 72,101  

(1) Refer to Non-IFRS Measures.

The Company's working capital (defined as current assets less current liabilities) increased in 2025 primarily due to strong cash flows generated from higher gold prices and the Private Placement completed in Q4 2025. With sustained higher gold prices, the Company expects to continue generating operating cash flow to support exploration programs at San Albino, technical and engineering activities at the Eagle Mountain Project, the ramp-up of mining activities at the Moss Mine, and development activities at Mt. Hamilton. Management expects that available liquidity, together with projected cash flows from ongoing mining operations, will be sufficient to meet all contractual obligations and planned expenditures and does not anticipate any liquidity constraints over the next 12 months.

The consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that it will be able to meet its existing obligations and commitments and fund ongoing operations in the normal course of business for at least twelve months from December 31, 2025.

The Company's financial performance is dependent upon many external factors. Exploration, development and mining of precious metals involve numerous inherent risks including but not limited to metal price risk as the Company derives its revenue from the sale of gold, currency risks as the Company reports its financial statements in US dollars whereas the Company operates in jurisdictions where it conducts its business in other currencies.  Although the Company minimizes these risks by applying high operating standards, including careful planning and management of its facilities, hiring highly qualified personnel and giving adequate training, these risks cannot be eliminated.

OUTSTANDING SECURITIES

As of the date of this MD&A, the Company had 87,564,647 common shares issued and outstanding, plus 800,953 restricted share units, 370,040 deferred share units, Nil warrants and 1,469,518 share purchase options outstanding.


Management’s Discussion and Analysis
For the year ended December 31, 2025

TRANSACTIONS WITH RELATED PARTIES

Key management compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprise the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President and Directors.

For the year ended
(in $000s)
  December 31,
2025
    December 31,
2024
 
Director fees $ 444   $ 265  
Salaries, consulting and management fees   1,569     2,071  
Share-based compensation   1,551     855  
Total $ 3,564   $ 3,191  
             
As at December 31,   2025     2024  
Amount included in accounts payable and accrued liabilities $ 9   $ 303  

Sailfish

Sailfish is a publicly traded company related by common shareholders and directors. During the year ended December 31, 2025, the Company had the following transactions with Sailfish:

Gold stream sales

  • The Company sold 61 (2024: 782) ounces of gold to Sailfish for $51 thousand (2024: $0.5 million) which is recognized as production service revenue.
  • The Company received advances of $nil (2024: $0.4 million) for the sale of gold ounces.

As at December 31, 2025, a balance of $10 thousand was receivable from Sailfish and is included in receivables (December 31, 2024: $70 thousand).

Royalty fee

Sailfish is entitled to a 2% NSR royalty of the production of all gold and silver ounces from San Albino Mine, excluding the certain area of interest, as defined in the amended gold stream agreement entered into in November 2018.

During the year ended December 31, 2025, a royalty fee of $2.4 million (2024: $1 million) was payable to Sailfish and is included in production costs in the consolidated statement of income.

As at December 31, 2025, a balance of $0.8 million (2024: $0.4 million) was payable to Sailfish and is included in accounts payable and accrued liabilities.

Silver Option Agreement

The Company delivered 54,000 ounces (2024: 162,000 ounces) of silver to Sailfish under the silver-linked loan agreement (the "Silver Loan") entered into in May 2023.

On April 28, 2025, the Company received $1 million from Sailfish for exercise of its option to purchase all remaining silver from the Company's San Albino-Murra concession available under the Silver Loan. The Company delivered 17,661 ounces (2024: nil) of silver to Sailfish pursuant to the option exercised.

Wexford LP

Wexford is the Company's largest shareholder and exercises significant influence over the Company. During the year ended December 31, 2025, the Company had following transactions with Wexford:

On March 27, 2025, the Company acquired the Moss Mine from Wexford EGA, an entity owned by Wexford. Refer to EG ACQUISITION LLC for additional details.

On October 28, 2025, the Company closed the Non-Brokered Offering with funds managed by Wexford, issuing 1,875,000 common shares at the Issue Price for gross proceeds of $10.8 million (C$15 million).


Management’s Discussion and Analysis
For the year ended December 31, 2025

During the year ended, the Company paid $0.8 million (2024: $0.3 million) in interest and $6.3 million (2024: nil) toward the principal on the loan from Wexford. During the year, the Company accrued interest expense of $0.5 million (2024: $0.5 million) on the Wexford Loan. As at December 31,2025, the principal and outstanding interest on the Wexford Loan was $nil (2024: $6.6 million).

Tes‐Oro Mining Group, LLC ("Tes-Oro")

Tes-Oro is a private company controlled by the Company's Chief Operating Officer. Tes-Oro is a full-service engineering, procurement and construction management firm working with the Company. During the year ended December 31, 2025, the Company expensed fees relating to consulting services of $46 thousand (2024: $9 thousand), $96 thousand (2024: $38 thousand) in general office expenses. Amounts payable to Tes-Oro as at December 31, 2025, were $9 thousand (December 31, 2024: $9 thousand).

PROPOSED TRANSACTIONS

None.

MT. HAMILTON ACQUISITION

On March 20, 2026, the Company completed the acquisition of 100% of the legal registered membership interests of MHC, the owner of the Mt. Hamilton project in Nevada, USA, from Sailfish. The acquisition was completed pursuant to the terms of an amended and restated purchase and sale agreement dated February 14, 2026 Sailfish (the "A&R Purchase Agreement"), among Mako, Mako US and Sailfish and an amended and restated gold purchase agreement dated February 14, 2026 (the "A&R Gold Purchase Agreement") between Mako and Sailfish (collectively, the "Transaction Agreements"). Pursuant to the terms of the A&R Gold Purchase Agreement, Mako will satisfy the $40 million purchase price for the acquisition through the grant to Sailfish of the following steam as consideration:

 during the initial 60 months of the stream, Sailfish will purchase from Mako approximately 341.7 troy ounces of gold per month at a price equal to 20% of the London Bullion Market Association PM Fix price, subject to a floor of $2,700 per ounce and a cap of $3,700 per ounce; and

 during the final 72 months of the stream, Sailfish will purchase from Mako approximately 100 troy ounces of gold per month at a price equal to 20% of the London Bullion Market Association PM Fix price.

Mako's obligations under the A&R Gold Purchase Agreement will be secured in favour of Sailfish by first-ranking security interests over all current and future assets of Mako and certain of its subsidiaries that hold a direct or indirect interest in the Mt. Hamilton Project.

MOSS MINE ACQUISITION

On March 27, 2025, the Company's subsidiary Mako US completed the acquisition of EGA, acquiring 100% of the issued and outstanding common shares from Wexford EGA an entity owned by Wexford. EGA owns 100% of the common shares of GVC, which owns the Moss Mine. On completion of the transaction, the Company acquired 100% of the Moss Mine.

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation under a Companies' Creditors Arrangement Act ("CCAA") proceeding and related Chapter 15 proceeding in the United States (collectively, the "Bankruptcy Process") on December 31, 2024.

The total purchase price for the acquisition of EGA is composed of the following:

(in '000)   $  
Cash paid on closing of the transaction   6,489  
Fair value of Contingent Consideration (Royalty Agreements settlement)   1,000  
External legal and advisory fees and due diligence costs   356  
    7,845  


Management’s Discussion and Analysis
For the year ended December 31, 2025

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Relative fair value of net assets acquired and (liabilities) assumed
(in '000)
  As at March 27, 2025
$
 
Cash   346  
Prepaid expenses and deposits   401  
Inventory   13,139  
Reclamation bond   3,259  
Building and equipment   603  
Mining interest   5,424  
    23,172  
Less:      
Accounts payable and accrued liabilities   (1,067 )
Reclamation and rehabilitation obligation   (14,260 )
    7,845  

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest and working capital. The reclamation and rehabilitation obligation was initially measured in accordance with IAS 37. The value of the building, equipment and the mining interest was determined based on a discounted cash flow model using a two-year life of mine.

a) Reclamation bond

The reclamation bond is required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss Mine.

On June 20, 2025, restricted cash of $1.5 million held for reclamation bond purposes was released to the Company. As of December 31, 2025, the total restricted cash held for reclamation bond purposes amounts to $1.8 million which is classified as non-current on the balance sheet based on the anticipated timing of the bond release conditions.

b) Contingent Consideration - Royalty agreement settlements

At the time of acquisition, a 1% net smelter return ("NSR") royalty at the Moss Mine held by affiliates of Sandstorm Gold Ltd. and a 3% NSR royalty at the Moss mine held by Patriot Gold Corporation (collectively, the "Royalty Holders") were being disputed by Elevation as part of the Bankruptcy Process whereby the court was asked to declare the validity of the real property interests asserted by the Royalty Holders ("Royalty Agreements").

In the event that Elevation was successful in invalidating the Royalty Agreements or if an agreement was to be reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025, the Company was to pay Elevation $1.5 million (the "Contingent Consideration").

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process on the date of acquisition, involving the Royalty Holders, which were before the United States Bankruptcy Court for the District of Arizona.

As at the acquisition date, the fair value of the Contingent Consideration was determined to be $1 million using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement.

Subsequent to the acquisition date, on July 2, 2025, the Company acquired the secured indebtedness owed by Elevation to Maverix. As a result, the Company reassessed the probability of cash flows related to the Contingent Consideration, determined the likelihood to be remote, and recognized a gain of $1 million in the statement of income.


Management’s Discussion and Analysis
For the year ended December 31, 2025

On October 22, 2025, the United States Bankruptcy Court for the District of Arizona (the "US Court") granted Patriot real property interest in certain mineral interest at the Moss Mine. At December 31, 2025, the US Court has not concluded on the Sandstorm's real property interest.

SIGNIFICANT ACCOUNTING ESTIMATES

Estimates and judgments

The preparation of financial statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant assumptions and judgments about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, which could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to the following areas:

 Estimated mineral resources;

 Reclamation and rehabilitation obligation;

 Stockpiled ore, ore in circuit and heap leach ore net realization value;

 Depreciation, depletion and amortization.

Refer to Note 4 of the Company's audited consolidated financial statements for the year ended December 31, 2025, for a detailed discussion of these accounting estimates and judgments, except as noted below.

CHANGES IN ACCOUNTING POLICIES

Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures

In May 2024, the International Accounting Standards Board issued Amendments to the Classification and Measurement of Financial Instruments (amendments to IFRS 9 and IFRS 7). The amendments clarify the requirements for the recognition and derecognition of financial assets and financial liabilities, including introducing an accounting policy option for the derecognition of financial liabilities settled through an electronic payment system before the settlement date.

The amendments also provide additional guidance on assessing the contractual cash flow characteristics of financial assets, including those with contingent or ESG-linked features, and enhance disclosure requirements for financial instruments with contingent features and for equity instruments designated at fair value through other comprehensive income.

The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early adoption permitted. The Company is currently evaluating the impact of these amendments on its financial statements.

IFRS 18, Presentation and disclosure in financial statements

In April 2024, the International Accounting Standards Board issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces new presentation requirements for the statement of profit or loss, including the use of three defined categories, operating, investing, and financing, and the inclusion of specified subtotals. The standard also requires entities to provide additional disclosures for management-defined performance measures, as well as enhanced guidance on the aggregation and disaggregation principles that apply to both the primary financial statements and the notes. IFRS 18 does not change the recognition or measurement of items in the financial statements, nor the classification or presentation of items within other comprehensive income.


Management’s Discussion and Analysis
For the year ended December 31, 2025

IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, including interim periods, with retrospective application required. Early application is permitted. The Company is currently assessing the impact of this new standard on its future financial statements.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management's Report on Internal Controls over Financial Reporting

In connection with National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company, respectively (collectively, the "certifying officers") have filed a Form 52-109FV1 - Certification of Annual Filings - Venture Issuer Basic Certificate (the "certifications") with respect to the Company's annual financial statements for its year ended December 31, 2025, and this MD&A (the "annual filings").

As the Company was, as at the financial year ended December 31, 2025, a "venture issuer" (as such term is defined in NI 52-109), the certifying officers are not required to provide representations in the certifications in respect of the annual filings relating to the establishment and maintenance of disclosure controls and procedure ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109 and has not completed a full evaluation of same. In particular, the certifying officers are not making any representations in the certifications relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the IFRS Accounting Standards. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective basis DC&P and ICFR for the Company may result in additional risks to quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

The certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certifications.

This MD&A does not include a report on management's assessment regarding ICFR or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Beginning with the Company's annual filings for the year ended December 31, 2026, following its listing on Nasdaq, for its 2026 annual financial results, the Company will be required to provide a management report on ICFR in accordance with Section 404 of the Sarbanes-Oxley Act. Based on management's assessment, the Company qualifies as an emerging growth company and will be exempt from the requirement for an independent registered public accounting firm attestation report on the effectiveness of the Company's ICFR. 

Notwithstanding the foregoing, in connection with the preparation and audit of the consolidated financial statements as of and for the year ended December 31, 2025, the Company identified deficiencies with respect to the design and operation of its ICFR which were deemed to aggregate to a material weakness. A "material weakness" is a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness relates primarily in deficiencies in the Company's information technology general controls ("ITGCs"), resulting in a lack of adequate segregation of duties in the design and operation of controls over the creation and posting of journal entries. The Company's accounting system permitted certain individuals to post journal entries that they had created. Due to the rapid growth in the Company's operations during the financial year, the compensating controls in place were not sufficient to mitigate this system limitation. This deficiency could reasonably result in a material misstatement in the Company's financial statements. The material weakness did not result in any audit adjustments to the December 31, 2025 consolidated financial statements.

Notwithstanding the material weakness, the certifying officers have concluded that the Company's audited consolidated financial statements as of and for the year ended December 31, 2025, present fairly in all material respects, the Company's financial position, results of operation, changes in equity and cash flows in accordance with IFRS Accounting Standards.  There were no changes to previously released financial results.


Management’s Discussion and Analysis
For the year ended December 31, 2025

Change in ICFR

During the three months and year ended December 31, 2025, the Company identified the aforementioned material weakness and, consequently, its ICFR were deemed to be ineffective. Other than in respect of the aforementioned material weakness and related remediation described below, during the three months and year ended December 31, 2025, no change occurred in the Company's ICFR that has materially affected, or is reasonably likely to materially affect, the Company's ICFR.

Management's Remediation Plan

The Company has developed and initiated a comprehensive remediation plan designed to strengthen the Company's internal control environment and support sustainable public-company compliance, including:

 Implementing automated control within the accounting system that prevents any individual from posting a journal entry they created.

 Enforcing review workflows to ensure personnel with the appropriate level of expertise and authorization are performing the journal entry review.

 Amending "super user" roles within the accounting system to improve segregation of duties.

While management is making improvements to the Company's control environment and business processes to support and scale with its growing operations, the remediation process is ongoing and the material weakness has not yet been fully remediated.  The Company may not be able to fully remediate the material weakness until these steps have been completed and the internal controls have been operating effectively for a sufficient period of time.

The evaluation process, including the effectiveness of the remediation efforts, is expected to be substantially concluded prior to December 31, 2026.

Disclosure Controls and Procedures

Management, with the participation of the certifying officers, assessed the effectiveness of DC&P as of December 31, 2025. As a result of the aforementioned material weakness, the certifying officers concluded that the Company's DC&P were not effective as at December 31, 2025 in providing reasonable assurance that the information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is (a) recorded, processed, summarized and reported within the time periods specified in the securities legislation, and (b) accumulated and communicated to management, including the certifying officers, as appropriate, to allow timely decisions regarding required disclosure.

Control and Procedure Limitations

The Company's management, including the certifying officers, recognize that any ICFR and DC&P, no matter how well designed or operated, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are achieved.

MINERAL RESOURCE ESTIMATES AND RELATED CAUTIONARY NOTE TO U.S. INVESTORS

The Company's mineral resource estimates are based on the definitions adopted by the Canadian Institute of Mining, Metallurgy and Petroleum, and in compliance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic U.S. companies. The reader may not be able to compare the mineral resources information in this MD&A with similar information made public by domestic U.S. companies. The reader should not assume that:

  • the mineral resources defined in this MD&A qualify as resource under SEC standards

  • the measured and indicated mineral resources in this MD&A will ever be converted to reserves; and

  • the inferred mineral resources in this MD&A are economically mineable, or will ever be upgraded to a higher category.

Mineral resources which are not mineral reserves do not have demonstrated economic viability.


Management’s Discussion and Analysis
For the year ended December 31, 2025

NON-IFRS MEASURES

The Company has included non-IFRS measures in this MD&A such as adjusted EBITDA, cash cost per ounce sold, AISC per ounce sold, working capital and average realized gold price. These non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. In the gold mining industry, these are commonly used performance measures, however these measures do not have any standardized meaning prescribed under the IFRS Accounting Standards and therefore may not be comparable to other issuers. The Company believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, certain investors use this information to evaluate the Company's underlying performance of its core operations and its ability to generate cash flow.

"Adjusted EBITDA" represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization ("EBITDA"), adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation.

The following table provides EBITDA and Adjusted EBITDA calculations:

  Three months ended   Year ended  
(in 000's) Dec 31,
2025
  Dec 31,
2024
  Dec 31,
2025
  Dec 31,
2024
 
Net income after taxes $ 14,307   $ 4,657   $ 33,740   $ 19,152  
Income tax expense   7,886     5,912     20,956     10,197  
Finance costs, net of finance income   (4 )   357     1,034     971  
Depreciation and amortization   2,461     1,682     8,118     7,596  
EBITDA $ 24,650   $ 12,608   $ 63,848   $ 37,916  
Share-based compensation expense   835     221     1,973     1,022  
Exploration activities   2,837     1,240     9,363     3,263  
Change in provision for reclamation and rehabilitation   -     18     -     -  
ADJUSTED EBITDA $ 28,322   $ 14,087   $ 75,184   $ 42,201  

"Cash costs per ounce sold" is production costs, calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration costs excluding the amounts included in write downs of inventory, if any.

"AISC per ounce sold" includes cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain sustaining exploration and evaluation ("E&E") costs, sustaining lease payments, provision for environmental fees, if applicable, and rehabilitation costs paid, all divided by the number of gold ounces sold. As this measure seeks to reflect the full cost of gold production from current operations, capital and E&E costs related to expansion or growth projects are not included in the calculation of AISC per ounce. Additionally, certain other cash expenditures, including income and other tax payments, financing costs and debt repayments, are not included in AISC per ounce.


Management’s Discussion and Analysis
For the year ended December 31, 2025

The following table provides a reconciliation of production costs to cash costs and AISC:

  Three months ended   Year ended  
(in 000's) Dec 31,
2025
  Dec 31,
2024
  Dec 31,
2025
  Dec 31,
2024
 
Production costs (IFRS) (Cash costs) $ 18,173   $ 10,939   $ 65,473   $ 38,222  
Silver sales   (811 )   -     (1,950 )   -  
Supporting general and administrative expenses   770     735     2,616     2,488  
General and administrative expenses   1,973     523     6,083     3,189  
Accretion of asset retirement costs (ARO) (Non-cash)   208     45     524     130  
Capitalized sustaining expenditures   688     530     3,094     3,524  
Deferred stripping expenses   694     1,940     2,554     5,903  
Total AISC ($) $ 21,695   $ 14,712   $ 78,394   $ 53,456  
Gold ounces sold   11,564     10,888     41,686     39,001  
Cash cost per gold ounce sold $ 1,572   $ 1,005   $ 1,571   $ 980  
AISC per gold ounce sold $ 1,876   $ 1,351   $ 1,881   $ 1,371  

"Average realized gold price" is calculated by dividing total gold revenue by the total gold ounces sold into the spot market.

"Working capital" is current assets less current liabilities.

RISK AND UNCERTAINTIES

The Company's principal activity of mineral exploration and exploitation is generally considered to be high risk. It is exposed to a number of risks and uncertainties that are common to other mining exploration and development companies. The industry is capital intensive at all stages and is subject to variations in commodity prices, market sentiment, inflation and other risks. The Company's mineral properties are in Nicaragua; Arizona, United States; and Guyana, which exposes the Company to risks associated with possible political or economic instability, changes to applicable laws, and impairment or loss of mining title or other mineral rights.

Some of the other significant risks are:

  • Implementation of additional directives, following the October 24, 2022, announcement by the United States Department of the Treasury's Office of Foreign Assets Controls relating to new U.S. sanctions imposed on the General Directorate of Mines in Nicaragua pursuant to Executive Order 13851, as well as the issuance of EO 14088.

  • Maintaining the Company's operating and development permits, title, rights and licenses in good standing.

  • The Company utilizes heap leach processing for certain ore deposits, which presents specific risks and uncertainties that could materially impact operational and financial performance. Key considerations include:

    • Recovery Variability: Recovery rates can fluctuate due to ore composition, changes in mineralogy, and environmental conditions affecting leaching efficiency.

    • Operational Challenges: Factors such as liner integrity, solution distribution, and reagent consumption can influence overall effectiveness and profitability.

    • Environmental and Regulatory Compliance: Stringent environmental laws on cyanide management and waste disposal may lead to delays or increased costs.

    • Market and Economic Factors: Commodity price volatility directly impacts the economic viability of heap leach projects. Fluctuations in input costs such as reagents and energy can also affect margins.

    • Climate and Weather: Extreme conditions can disrupt leach kinetics and infrastructure stability.

    • Technical and Engineering Risks: Design and execution of heap leach pads require careful planning. Poor construction or operational practices can lead to structural failures and suboptimal recoveries.


Management’s Discussion and Analysis
For the year ended December 31, 2025
  • Mineral resource amounts are estimates only and may be unreliable. The Company cannot be certain that any specified level of recovery of minerals from mineralized material will, in fact, be realized or that any of its mineral property interests or any other mineral deposit will ever qualify as a commercially mineable ore body that can be economically exploited. Material changes in the quantity of mineralization, grade or stripping ratio or gold price volatility and foreign exchange risks may affect the economic viability of the properties.

  • The junior resource market where the Company raises funds is extremely volatile, companies are subject to high level of competition for the same pool of investment dollars, and there is no guarantee that the Company will be able to raise adequate funds in a timely manner to carry out its business plans.

  • Although the Company has taken steps to verify title to its exploration and other assets, there is no guarantee that the exploration and other assets will not be subject to title disputes or undetected defects.

  • The Company is subject to laws and regulations related to environmental matters, including provisions for reclamation, discharge of hazardous material and other matters. The Company conducts its activities in compliance with applicable environmental legislation and is not aware of any existing environmental problems related to its mineral property interests that may be the cause of material liability to the Company.

  • There is no assurance that any countries in which Mako operates or may operate in the future will not impose restrictions or taxes on the repatriation of earnings to foreign entities.

  • Nicaraguan and Guyanese political and economic risks including social unrest.

  • Communication and customs risk associated with working in Nicaragua and Guyana.

  • Loss of key personnel and dependence on key personnel.

  • Nicaragua is susceptible to hurricanes, earthquakes and volcanoes which could materially impact the Company's operations in the future.

  • The Company not successfully remediating the material weakness in ICFR and DC&P identified at year end within the timeframe expected.

  • The Bolivarian Republic of Venezuela's ("Venezuela") claims that the Essequibo area, which is within Guyana (west of the Essequibo River extending to the border of Venezuela) belongs to Venezuela. The internationally recognized border between Guyana and Venezuela was established in 1899 by an arbitration panel. The territory of Guyana, including the Essequibo area, has been continuously administered and controlled by Guyana since that time. The Company's Eagle Mountain Project falls within this Essequibo area, the sovereign territory of Guyana. The Company's activities at Eagle Mountain, including exploration, technical and environmental studies, and ongoing coordination with governmental agencies, remain unaffected by Venezuela's claims, though the Company will continue to monitor the situation closely. Uncertainty caused by the political conflict may negatively impact the Company's financial position, financial performance, cash flows, and its ability to raise capital. The impact of the conflict on the Company's planned exploration activities, including technical and engineering studies, cannot be reasonably estimated at this time.

The potential introduction of protectionist or retaliatory international trade tariffs, domestic "buy local" policies, sanctions or other barriers to international commerce, may impact the Company's ability to import materials needed to construct projects or conduct operations at prices that are economically feasible to be competitive, or at all. Any change to tariffs and/or international trade regulations may have a material adverse effect on global economic conditions and the stability of global financial markets, and may, as a result, have a material adverse effect on our business, financial conditions including cash flows, and results of operations.

  • An investment in the Company's common shares is highly speculative and subject to a number of risks and uncertainties. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described above and the other risks disclosed in the continuous disclosure filings of the Company filed under the Company's profile on SEDAR+ at www.sedarplus.ca and www.sec.gov before investing in the Company's common shares. The risks described are not the only ones faced. Additional risks that the Company currently believes are immaterial may become important factors that affect the Company's business. If any of these risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed, and investors may lose all of their investment.

Management’s Discussion and Analysis
For the year ended December 31, 2025

TECHNICAL INFORMATION

Technical disclosure related to the Mineral Resource Estimate for the Moss Mine in this MD&A has been reviewed and approved by Mr. Chris Keech, P Geo of CGK Consulting Services., as a qualified person under NI 43-101.

Unless otherwise stated, John Rust, Chief Metallurgist of Mako, and Eric Fier, CPG, P.Eng, Chairman of Mako, are the qualified persons under NI 43-101 for Mako that have reviewed and approved the scientific and technical disclosure in this MD&A, who have verified the data disclosed.

FORWARD-LOOKING INFORMATION

This MD&A contains "forward-looking information" (also referred to as "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. All statements, other than statements of historical fact, are forward-looking statements.

In this MD&A, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: regulatory and permitting considerations, financing of the Company's acquisitions and other activities, exploration, development and operation of mining properties, the Company's plans to remediate the identified material weakness in its ICFR and DC&P, and the overall impact of misjudgments made in good faith in the course of preparing forward-looking information as well as other risks and uncertainties referenced under "Risks and Uncertainties" in this MD&A.

Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below and including those referenced in the "Risks and Uncertainties" section of this MD&A, and, as a result they may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

 financing, capitalization and liquidity risks;

 mineral exploitation and exploration program cost estimates;

 the nature and impact of drill results and future exploration;

 regulatory risks relating to mineral tenure, permitting, environmental protection, taxation, and royalties;

 volatility of currency exchange rates, metal prices and metal production;

 other factors referenced under "Risks and Uncertainties"; and

 other risks normally incident to the acquisition, exploration, development and operation of mining properties.


Management’s Discussion and Analysis
For the year ended December 31, 2025

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company's affairs since the date of this report that would warrant any modification of any forward-looking statements made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company's website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to the Company's disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company's filings under the Company's profile on SEDAR+, which can be viewed online at www.sedarplus.ca and under the Company's profile on EDGAR which can be viewed online at and www.sec.gov.





 

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2025 and 2024

 


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Mako Mining Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Mako Mining Corp. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of income and comprehensive income, of changes in shareholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, Canada
March 31, 2026

We have served as the Company’s auditor since 2016, which includes periods before the Company became subject to SEC reporting requirements.



CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Expressed in thousands of United States dollars


As at Note   December 31,
2025
    December 31,
2024
 
               
               
ASSETS              
Current              
Cash and cash equivalents   $ 77,277   $ 14,521  
Receivables, prepaids and other assets 8   5,267     1,733  
Inventories 9   29,178     11,087  
Gold stream derivative asset     -     33  
Total current assets     111,722     27,374  
               
Inventories 9   12,829     9,711  
Other assets 8   1,545     235  
Reclamation bonds 6(a)   1,768     -  
Mining interest, plant and equipment 10   80,581     69,762  
TOTAL ASSETS   $ 208,445   $ 107,082  
               
LIABILITIES AND SHAREHOLDERS' EQUITY              
Current liabilities              
Accounts payable and accrued liabilities 11 $ 28,498   $ 14,798  
Term loans and derivative liabilities 12   -     1,803  
Deferred gain on sale of mineral interest 12(b)   350     -  
Total current liabilities     28,848     16,601  
               
Accrued liabilities 11   1,062     1,165  
Reclamation and rehabilitation obligation 13   20,441     4,363  
Deferred income tax liability 20   6,962     3,224  
Deferred gain on sale of mineral interest 12(b)   399     -  
Term loans and derivative liabilities 12   -     4,806  
Total liabilities     57,712     30,159  
               
Shareholders' equity              
Share capital 14   162,447     121,778  
Contributed surplus 14   16,817     16,321  
Accumulated other comprehensive income     2,350     2,837  
Deficit     (30,881 )   (64,013 )
Total shareholders' equity     150,733     76,923  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 208,445     107,082  

Events after the reporting period (Note 23)

Approved by the Board of Directors on March 31, 2026

"John Hick", Audit Committee Chair "Akiba Leisman", Director

The accompanying notes are an integral part of these consolidated financial statements.



CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Expressed in thousands of United States dollars, except per share amounts


      For the years  
      ended December 31,  
  Note   2025     2024  
               
Revenue   $ 148,421   $ 91,608  
Production services revenue     51     468  
      148,472     92,076  
Cost of sales              
Production costs     (65,473 )   (38,222 )
Depreciation, depletion and amortization     (7,982 )   (7,469 )
      (73,455 )   (45,691 )
Gross profit     75,017     46,385  
Exploration and evaluation expenses     (9,363 )   (3,263 )
General and administrative expenses 18   (10,808 )   (8,649 )
Other income (expense)              
Accretion and interest expense 19   (1,600 )   (971 )
Loss on derivative instruments     (294 )   (1,959 )
Loss on derecognition or modification of financial liability 12(a)   (1,251 )   (483 )
Gain on elimination of Contingent Consideration 6(b)   1,000     -  
Foreign exchange gain (loss)     1,397     (1,665 )
Interest income     566     48  
Other gain (loss)     32     (94 )
Income before income taxes     54,696     29,349  
Income tax expense 20   (17,218 )   (6,973 )
Deferred tax expense 20   (3,738 )   (3,224 )
Income for the year   $ 33,740   $ 19,152  
Other comprehensive income              
Items subject to reclassification into statement of income:              
Foreign currency translation adjustment   $ (487 ) $ 1,513  
               
Other comprehensive (loss) income for the year     (487 ) 0 1,513  
Comprehensive income for the year   $ 33,253   $ 20,665  
Basic income per common share   $ 0.41   $ 0.27  
Diluted income per common share   $ 0.41   $ 0.26  
Weighted average common shares outstanding - basic (thousands)   81,704     72,086  
Weighted average common shares outstanding - diluted (thousands)   83,226     73,712  

The accompanying notes are an integral part of these consolidated financial statements.



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 
Expressed in thousands of United States dollars, except per share amounts


    Number
of shares
(000s)
  Share
capital
  Contributed
surplus
  Accumulated
other
comprehensive
income
  Deficit
 
 
  Total  
Balance at December 31, 2023   65,551   $ 87,869   $ 12,552   $ 1,324   $ (81,117 ) $ 20,628  
Shares cancelled (NCIB) (Note 14(b)(iii))   (1,997 )   (2,651 )   -     -     (2,048 )   (4,699 )
Shares issued on exercise of options   1,767     3,436     (917 )   -     -     2,519  
Shares issued on exercise of warrants   4     10     (3 )   -     -     7  
Common shares, replacement options and warrants issued on the acquisition of Goldsource (Note 7)   13,160     32,049     2,185     -     -     34,234  
Common shares issued on RSU vesting   396     504     (504 )   -     -     -  
Common shares issued on DSU vesting   71     101     (101 )   -     -     -  
Common shares issued to settle reclamation obligation   297     460     -     -     -     460  
Capital contribution (Note 12 (a))   -     -     2,087     -     -     2,087  
Share-based compensation   -     -     1,022     -     -     1,022  
Net income   -     -     -     -     19,152     19,152  
Other comprehensive income   -     -     -     1,513     -     1,513  
Balance at December 31, 2024   79,249     121,778     16,321     2,837     (64,013 ) $ 76,923  
Shares cancelled (NCIB) (Note 14(b)(ii))   (535 )   (749 )   -     -     (608 )   (1,357 )
Private placements (Note 14(b)(i))   6,906     37,438                       37,438  
Shares issued on exercise of options   501     1,720     (623 )   -     -     1,097  
Shares issued on exercise of warrants   794     2,088     (682 )   -     -     1,406  
Common shares issued on RSU vesting   4     6     (6 )   -     -     -  
Common shares issued on DSU vesting   90     166     (166 )   -     -     -  
Share-based compensation   -     -     1,973     -     -     1,973  
Net income   -     -     -     -     33,740     33,740  
Other comprehensive loss   -     -     -     (487 )   -     (487 )
Balance at December 31, 2025   87,009   $ 162,447   $ 16,817   $ 2,350   $ (30,881 ) $ 150,733  

The accompanying notes are an integral part of these consolidated financial statements.



CONSOLIDATED STATEMENTS OF CASH FLOWS
Expressed in thousands of United States dollars, except per share amounts


        For the year ended December 31,   
      2025     2024  
Operating activities              
  Income for the year   $ 33,740   $ 19,152  
  Non-cash items:              
  Accretion and interest expense     1,343     971  
  Depreciation, depletion and amortization     8,224     7,699  
  Deferred income tax 20   3,738     3,224  
  Other miscellaneous (gain) loss     (15 )   94  
  Loss on derecognition or modification of financial liability 12(a)   1,251     -  
  Gain on elimination of Contingent Consideration 6(b)   (1,000 )   -  
  Loss on derivative instruments 12(b)   294     1,959  
  Share-based payments 14   1,973     1,022  
  Unrealized foreign exchange (gain) loss     (608 )   2,029  
      $ 48,940   $ 36,150  
  Changes in non-cash working capital 17   2,534     (1,699 )
  Restricted cash - refunded     1,503     -  
Net cash provided by operating activities     52,977     34,451  
Investing activities              
  Acquisition of EGA, proceeds paid 6   (6,489 )   -  
  Acquisition of EGA, cash acquired 6   346     -  
  Acquisition of EGA, transaction costs 6   (356 )   -  
  Mt. Hamilton, transaction costs 23   (717 )   -  
  Acquisition of Goldsource cash acquired 7   -     517  
  Transaction costs related to acquisition of Goldsource 7   -     (824 )
  Sailfish Silver Option Payment 12(b)   1,000     -  
  Secured Debt Investment 6   (1,800 )   -  
  Expenditures on mining interest, plant and equipment     (12,320 )   (12,878 )
Net cash used in investing activities   $ (20,336 ) $ (13,185 )
Financing activities              
  Proceeds from private placements 14(a)   39,495     -  
  Share issuance costs 14(a)   (2,058 )   -  
  Purchase of common shares - NCIB     (1,357 )   (4,698 )
  Proceeds from exercise of warrants     1,406     -  
  Proceeds from exercise of options     1,097     2,524  
  Repayment of Sailfish Silver Loan 12(b)   (1,286 )   (3,630 )
  Repayment of the Revised Wexford Loan (including interest) 12(a)   (7,123 )   (314 )
  Repayment of principal on the Wexford Bridge Loan     -     (1,457 )
  Repayment of interest on the Wexford Bridge Loan     -     (57 )
  Payment to GR Silver on settlement of ARO     -     (500 )
  Payments on lease liability     (103 )   (101 )
Net cash provided (used) in financing activities   $ 30,071   $ (8,233 )
Effect of foreign exchange on cash and cash equivalents     44     (10 )
                 
Change in cash and cash equivalents     62,756     13,023  
Cash and cash equivalents, beginning of the year     14,521     1,498  
Cash and cash equivalents, end of year   $ 77,277   $ 14,521  
Other information 17            
  Taxes paid - cash     (7,640 )   (2,643 )

The accompanying notes are an integral part of these consolidated financial statements.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

1. NATURE OF OPERATIONS

Mako Mining Corp. ("Mako" or the "Company") was incorporated on April 1, 2004, under the laws of the Yukon Territory and continued into British Columbia under the Business Corporations Act (British Columbia) on November 14, 2007. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol MKO. Subsequent to year-end, on March 30, 2026, the Company's common shares commenced trading on the NASDAQ Stock Market LLC ("NASDAQ") under the symbol "MAKO". The address of the Company's corporate office and principal place of business is Suite 700 - 838 West Hastings Street, Vancouver, BC, V6C 0A6, Canada.

Mako is a gold mining, development and exploration company. The Company's primary asset is the San Albino mine, an open pit mine located in Nicaragua. On March 27, 2025, the Company acquired EG Acquisition LLC (individually, or collectively with its subsidiaries, as applicable, "EGA"), resulting in the acquisition of the Moss Mine located in Arizona, United States of America (the "USA") (Note 6). The Moss Mine is an open pit operation currently undergoing restart and ramp-up activities. In addition to its mining operations, Mako continues to explore its other concessions in Nicaragua and the USA and advance the Eagle Mountain Project in Guyana.

Subsequent to the year-end, on March 23, 2026, the Company completed the acquisition of Mt. Hamilton LLC ("MHC"). Refer to Note 23.

2. BASIS OF PRESENTATION

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").

These consolidated financial statements were authorized for issue by the Board of Directors on March 31, 2026.

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments that are measured at fair value.

(c) Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions, balances, revenues and expenses have been eliminated upon consolidation.

Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date of disposition or until control ceases. Control exists when the Company has exposure or rights to variable returns from its involvement with an entity, and the ability to affect those returns through its power over the entity.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

The consolidated financial statements of the Company include the following subsidiaries:

 
Subsidiary
Referred
to as
Place of
incorporation
Ownership
interest
 
Principal activity
Goldsource Mines Inc. "Goldsource" Canada 100% Parent company to EMGC.
Eagle Mountain Gold Corp. "EMGC" Canada 100% Parent company to Stronghold.
Stronghold Guyana Inc. "Stronghold" Guyana 100% Holds mineral interest in Guyana, exploration activities; and has a 98% interest in a joint arrangement with Kilroy Mining Inc to operate the Eagle Mountain Project.
Gold Belt, S.A. "Gold Belt" Nicaragua 100% Holds mineral interest in Nicaragua, exploration activities.
Nicoz Resources, S.A. "Nicoz" Nicaragua 100% Gold production. Holds mineral interest in Nicaragua, San Albino and Las Conchitas deposits and exploration activities.
Mako US Corp. "Mako US" United States 100% Service company and parent company to EGA.
EG Acquisition LLC "EGA" United States 100% Parent company to GVC.
Golden Vertex Corp. "GVC" United States 100% Gold production. Holds mineral interest in the USA, the Moss Mine.
         

3. RECENT IFRS PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures

In May 2024, the International Accounting Standards Board issued Amendments to the Classification and Measurement of Financial Instruments (amendments to IFRS 9 and IFRS 7). The amendments clarify the requirements for the recognition and derecognition of financial assets and financial liabilities, including introducing an accounting policy option for the derecognition of financial liabilities settled through an electronic payment system before the settlement date.

The amendments also provide additional guidance on assessing the contractual cash flow characteristics of financial assets, including those with contingent or ESG-linked features, and enhance disclosure requirements for financial instruments with contingent features and for equity instruments designated at fair value through other comprehensive income.

The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early adoption permitted. The Company is currently evaluating the impact of these amendments on its financial statements.

IFRS 18, Presentation and disclosure in financial statements

In April 2024, the International Accounting Standards Board issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces new presentation requirements for the statement of profit or loss, including the use of three defined categories, operating, investing, and financing, and the inclusion of specified subtotals. The standard also requires entities to provide additional disclosures for management-defined performance measures, as well as enhanced guidance on the aggregation and disaggregation principles that apply to both the primary financial statements and the notes. IFRS 18 does not change the recognition or measurement of items in the financial statements, nor the classification or presentation of items within other comprehensive income.

IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, including interim periods, with retrospective application required. Early application is permitted. The Company is currently assessing the impact of this new standard on its future financial statements.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

4. MATERIAL ACCOUNTING POLICIES

(a) Cash and cash equivalents

Cash and cash equivalents include cash, term deposits and short-term highly liquid investments with an original term to maturity of three months or less.

(b) Functional and presentation currency

The financial statements of each company within the consolidated group are measured using their functional currency which is the currency of the primary economic environment in which an entity operates. The functional currency of the parent company, Mako, and its subsidiaries Goldsource and EMGC, is the Canadian dollar, Stronghold is the Guyanese dollar, and the functional currency of its remaining subsidiaries is the United States dollar ("US dollar").

The presentation currency of these consolidated financial statements is the US dollar.

Transactions and balances

Transactions in currencies other than the entity's functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the financial reporting date while non-monetary assets and liabilities are translated at historical rates. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the consolidated statement of income.

Parent and subsidiary companies

The financial statements of entities that have a functional currency different from the presentation currency are translated into US dollars as follows:

  • assets and liabilities are translated at the closing rate at the date of the statement of financial position; and

  • income and expenses are translated at exchange rates at the dates of the transactions, where applicable, an average rate for the applicable period is used as this is considered a reasonable approximation of the actual exchange rates at the dates of the transactions.

All resulting changes are recognized in other comprehensive income as currency translation differences and taken into a separate component of equity. These differences are recognized in the consolidated statement of income in the period in which the operation is disposed of.

(c) Business combinations

A business combination requires that the assets acquired, and liabilities assumed constitute a business. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income or generating other income from ordinary activities. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.

Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business as the Company considers other factors to determine whether the set of activities or assets is a business.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

The Company has an option to apply a 'concentration test' to assess whether an acquired set of activities and assets are not a business. If substantially all of the fair value of the gross assets acquired are concentrated in a single, identifiable asset or group of similar identifiable assets, the concentration test is met, and the transaction is accounted for as an asset acquisition. In such cases, the acquirer identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the net assets is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event will not give rise to goodwill. Acquisition-related costs in an asset acquisition are recognized as part of the cost of the assets acquired.

Business combinations are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill. Non-controlling interest in an acquisition may be measured at either fair value or at the non-controlling interest's proportionate share of the fair value of the acquiree's net identifiable assets.

(d) Inventories

Inventories are valued at the lower of weighted average cost and net realizable value ("NRV"). NRV is the estimated selling price, less the estimated costs of completion and selling expenses. For supplies and spare parts NRV is estimated based on replacement costs. Any write‐downs of inventory to NRV are recorded as cost of sales in the consolidated statement of income. If there is a subsequent increase in the value of inventories, the previous write‐downs to NRV are reversed to the extent that the related inventory has not been sold.

Inventory includes work in progress inventory in the form of stockpiled ore, ore in-circuit inventory and heap leach ore, as well as finished goods inventory, and supplies and spare parts.

  • Stockpiled ore represents unprocessed ore that has been mined and is available for future processing. Stockpiled ore is measured by estimating the number of tonnes through physical surveys and contained ounces through grade reconciliation via the ore control process.

  • Ore in-circuit inventory represents material that is currently being processed to extract the contained gold into a saleable form, typically unrefined doré. The amount of gold in-circuit is determined by assay values and by measure of the various gold bearing materials in the recovery process.

  • Heap leach ore inventory represents estimated gold and silver ounces contained in ore that has been placed on the heap leach pad for cyanide irrigation. When ore is placed on the heap leach pad, an estimate of recoverable ounces is made based on tonnage, grade and estimated recoveries of the ore that was placed on the heap leach pad. The cost of heap leach inventory is derived from current mining and leaching costs and is removed at the weighted average cost per recoverable ounce of gold on the leach pads as gold ounces are recovered. The estimated recoverable ounces carried on the heap leach pad are adjusted based on actual recoveries being experienced. Actual and estimated recoveries are measured to the extent possible, using various indicators including but not limited to, leach curve recoveries, column tests and current trends in the level of ounces carried on the pad.

  • Finished metal inventory consists of gold in doré awaiting refinement, or bullion.

  • Supplies and spare parts inventory consist of consumables used in operations, such as fuel, chemicals, reagents and spare parts.

Cost of work in progress inventory and finished goods includes all direct costs incurred in production including mining; crushing, leaching and processing; site administration costs; and allocated indirect costs, including depreciation and amortization of mineral property, plant and equipment. Inventory costs are charged to production costs on the basis of the quantity of metal sold. Cost of supplies and spare parts inventory include acquisition, freight and other directly attributable costs.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(e) Exploration and evaluation expenditures

All exploration and evaluation expenditures are expensed, except for costs related to the acquisition of exploration and evaluation assets which are capitalized.

Management reviews the capitalized costs on its exploration and evaluation assets to consider if there is an impairment to take into consideration arising from current exploration results and management's assessment of the exploration results and of the future probability of profitable operations from the property, or likely gains from the disposition or option of the property. Indicators of impairment considered by management include: (i) the duration which the Company has the right to explore in the area has expired during the year or will expire in the near future, (ii) substantive expenditure on further exploration for an evaluation of mineral resources in the area is neither budgeted nor planned, (iii) based on the technical reports prepared by management's experts, whereby sufficient data exists to support that extracting the mineral resources will not be technically feasible or commercially viable and (iv) other facts and circumstances suggest that the carrying amount exceeds the recoverable amount. If a property is abandoned, or considered to have no future economic potential, the acquisition and accumulated exploration and evaluation costs are written off to the statement of income. If the carrying value of a project exceeds its estimated value, an impairment provision is recorded.

When technical feasibility and commercial viability of extracting a mineral resource from a particular mineral property has been determined, exploration and evaluation assets are reclassified to development assets within mineral property, plant and equipment and are subject to impairment test at the time of transfer.

(f) Right-of-use asset and lease liabilities

The Company assesses whether a contract is or contains a lease at inception of a contract. The Company recognizes a right-of-use asset ("ROU asset") and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, at the commencement of the lease, with the following exceptions:

  • the Company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months or

  • for leases of low value.

The ROU asset is initially measured based on the present value of lease payments, lease payments made at or before the commencement day, and any initial direct costs. They are subsequently measured at cost less accumulated amortization and impairment losses. The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for impairment if there is an indicator of impairment.

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments include fixed payments and any variable lease payments where variability depends on an index or rate, less any lease incentives. When the lease contains an extension or purchase option that the Company considers reasonably certain to be exercised, the cost of the option is included in the lease payments.

Variable lease payments that do not depend on an index or rate are not included in the measurement of the ROU assets and lease liabilities. The related payments are recognized as an expense in the period in which the triggering event occurs and are included in the consolidated statements of income.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(g) Mining interest, plant and equipment

Mineral properties

Mineral properties are carried at cost, less accumulated depletion and any accumulated impairment charges. Costs include:

  • The fair value of mineral properties acquired;

  • The carrying value, less impairments, of exploration and evaluation assets reclassified to development assets;

  • Development costs on an area of interest once management has determined the property has achieved technical feasibility and commercial viability. Development expenditures include operating and site administration costs;

  • Development costs are capitalized when it is probable that additional economic benefit will be derived from future operations.

Mining properties are depleted over the economic life of the property on a units-of-production basis based on mineralized tonnes from the estimated measured and indicated resources that are reasonably expected to be converted to proven and probable reserves.

Capitalization of costs incurred ceases when the mining property is capable of commencement of mining operations in the manner intended by management. Costs incurred prior to this point, including depreciation of related plant and equipment, are capitalized. The Company applies judgment in its assessment of when a mine is capable of operating in the manner intended by management which takes account of the design of the mine and the nature of the initial commissioning phase of the mine. Costs incurred after the property is placed into production that increase production volume or extend the life of a mine are capitalized.

Deferred Stripping

In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically. The process of mining overburden and waste materials is referred to as stripping.

During the development stage of the mine, stripping costs are capitalized as part of the cost of building, developing and constructing the mine and are amortized once the mine has entered the production stage.

During the production stage of a mine, stripping costs are recorded as a part of the cost of inventories unless these costs are expected to provide a future economic benefit and, in such cases, are capitalized to mineral property, plant and equipment.

Production stage stripping costs provide a future economic benefit when:

  • It is probable that the future economic benefit (e.g., improved access to the ore body) associated with the stripping activity will flow to the Company;

  • The Company can identify the component of the ore body for which access has been improved; and

  • The costs relating to the stripping activity associated with that component can be measured reliably.

Capitalized production stage stripping costs are amortized over the expected units of production of the identified component of the ore body that becomes more accessible as a result of the stripping activity.

Plant and equipment

Plant and equipment are carried at cost, less accumulated amortization and impairment losses. Cost comprises the fair value of consideration given to acquire an asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use along with the future cost of dismantling and removing the asset. When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

Amortization is calculated over the useful life on a straight-line basis as follows:

Asset San Albino Mine
Plant 6 years*
Building 10 years
Equipment 2-5 years

*The plant was depreciated on a units-of-production basis based on recoverable ounces from the estimated measured, indicated and inferred resources through September 30, 2022, when the Company changed its depreciation method to straight-line. This was done to best reflect the expected pattern of consumption of the future economic benefits of the asset as well as its best estimate of the remaining useful life of the asset being two (2) years from October 1, 2022. On June 1, 2023, the estimated remaining useful life of the plant was extended by an additional 55 months based on the revised remaining useful life of the asset. As at December 31, 2025, the remaining useful life of the plant was 24 months.

(h) Impairment of non-current assets

At each reporting period, the Company assesses whether there is an indication that an asset or group of assets may be impaired. When impairment indicators exist, or when the decision to proceed with the development of a particular project is taken based on its technical and commercial viability, the Company estimates the recoverable amount of the asset or group of assets and compares it against the carrying amount. The recoverable amount is the higher of the fair value less costs of disposal and the asset's value in use. If the carrying value exceeds the recoverable amount, an impairment loss is recorded in the consolidated statement of income for the period.

In calculating the recoverable amount, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset. The cash flows are based on best estimates of expected future cash flows from the continued use of the asset.

(i) Reclamation and rehabilitation obligation

An obligation to incur restoration, rehabilitation and environmental costs arises when the environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs arising from the dismantling, remediation and ongoing treatment and monitoring of a mine and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operation license conditions and, when applicable, the environment in which the mine operates. Discount rates using a pre‐tax rate that reflects the time value of money and the risk associated with the liability are used to calculate the net present value. These costs are capitalized and then charged against the consolidated statement of income over the economic life of the related asset, through amortization using the unit‐of‐production. The corresponding liability is progressively increased as the effect of discounting unwinds creating a finance expense in the consolidated statement of income.

Decommissioning costs are also adjusted at each reporting date for changes in estimates. These may include revised expected cash flows, the timing of the cash flows and discount rate. Those adjustments are accounted for as a change in the corresponding capitalized cost, except where a reduction in costs is greater than the unamortized capitalized cost of the related assets, in which case the capitalized cost is reduced to nil and the remaining adjustment is recognized in the consolidated statement of income and comprehensive income. The operations of the Company have been, and may in the future be, affected by changes in environmental regulations, including those for site restoration costs.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(j) Share-based payments awards

The grant date fair value of the estimated number of share-based payments awarded to employees, officers and directors that will eventually vest, is recognized as share-based compensation expense over the vesting period of the stock options with a corresponding increase to equity. The grant date fair value of each stock option is estimated on the date of the grant using the Black-Scholes option-pricing model and is expensed over the vesting period, based on the Company's estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest and adjusts the amount of recorded compensation expense accordingly. The impact of the revision of the original estimates, if any, is recognized in the statement of income or capitalized in mining properties such that the accumulated expense reflects the revised estimate, with a corresponding adjustment to contributed surplus.

For transactions with non-employees, the fair value of equity settled awards is measured at the fair value of the goods or services received, at the date the goods or services are received by the Company. In cases where the fair value of goods or services received cannot be reliably estimated, the Company estimates the fair value of the awards at the date of grant.

(k) Revenue recognition

The Company's primary source of revenue is from the sale of gold and silver. Revenue from the sale is recognized when control of the metal transfers to the customer. Transfer of control generally occurs on the trade settlement date, which is the point at which the metal has been accepted by the customer, and the Company has an enforceable right to payment. At the time of control transfer, the significant risks and rewards of ownership have been transferred to the customer, and the customer is able to direct the use of and obtain substantially all of the remaining benefits from the goods.

Revenue is measured at the fair value of the consideration received or receivable. The fair value of consideration is determined using the spot price on the trade settlement date. Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured.

(l) Earnings per share

Basic earnings per share ("EPS") is calculated based on the weighted average number of common shares issued and outstanding during the period.

Diluted EPS is calculated using the treasury stock method and if converted method, as applicable. Under the treasury stock method, the dilutive effect on EPS is calculated presuming the exercise of outstanding options, warrants and similar instruments with an average exercise price below the market price of the underlying shares. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. The if converted method assumes that all equity settled share units have been converted in determining diluted EPS if they are in-the money, except where such conversion would be anti-dilutive. The calculation of diluted loss per share excludes the effects of various conversions and exercises of options and warrants that would be antidilutive.

(m) Income tax

Income tax is recognized in net income for the period except to the extent that it relates to items recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or equity, respectively.

Deferred tax is provided using the balance sheet method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

Mining taxes and royalties are considered to have the characteristics of an income tax when they are imposed under government authority and the amount payable is calculated by reference to taxable income. Obligations arising from royalty arrangements and other types of taxes that do not satisfy these criteria are recognized as current provisions and included in cost of sales.

(n) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. All financial instruments are initially recorded at fair value, adjusted for directly attributable transaction costs. The Company determines each financial instrument's classification upon initial recognition. Measurement in subsequent periods depends on the financial instrument's classification.

Financial assets

Financial assets are classified and measured at: fair value through profit and loss ("FVTPL"), fair value through other comprehensive income ("FVOCI") and amortized cost. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. Measurement and classification of financial assets is dependent on the Company's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset i.e. whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Financial assets at amortized cost (debt instruments)

The Company measures financial assets at amortized cost if both of the following conditions: the financial asset is held with the objective to collect contractual cash flows; and the contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest ("SPPI").

Financial assets at amortized cost are subsequently measured using the effective interest rate ("EIR") method and are subject to impairment. Interest received is recognized as part of finance income. Gains and losses are recognized when the asset is derecognized, modified or impaired.

The Company's financial assets at amortized cost include: cash equivalents and receivables.

Financial assets at FVTPL

Financial assets at FVTPL include financial assets held for trading, financial assets designated upon initial recognition at FVTPL, or financial assets mandatorily required to be measured at fair value i.e. that fail the SPPI test. Derivatives are classified as held for trading unless they are designated as effective hedging instruments.

Financial assets at FVTPL are carried in the statement of financial position at fair value with net changes in fair value recognized in the consolidated statement of income.

An embedded derivative will often make a financial asset fail the SPPI test thereby requiring the instrument to be measured at FVTPL in its entirety.

The Company's financial assets at FVTPL include: gold stream derivative.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

Impairment

An expected credit loss ("ECL") impairment model applies which requires a loss allowance to be recognized based on ECLs. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original EIR, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

Financial liabilities at FVTPL

Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVTPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments that are not designated as hedging instruments.

Gains or losses on financial liabilities at FVTPL are recognized in the consolidated statement of income.

The Company's financial liabilities at FVTPL include: derivative liability.

Loans and borrowings and payables

After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of income. Gains and losses are recognized when the financial liability is derecognized.

The Company's financial liabilities at amortized cost include accounts payable and term loan.

A financial liability is derecognized when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of income.

(o) Fair value measurement

From time to time, the fair values of non-financial assets and liabilities are required to be determined, e.g., when the entity acquires a business, or where an entity measures the recoverable amount of an asset or a cash generating unit at fair value less cost of disposal ("FVLCD").

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

5. ESTIMATION UNCERTAINTY AND JUDGMENTS IN APPLYING THE COMPANY'S ACOUNTING POLICIES

The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Outlined below are the key areas which require management to make significant judgements, estimates and assumptions in determining carrying values.

Areas where estimation uncertainty have the most significant effect on the amounts recognized in the consolidated financial statements include:

(a) Estimated mineral resources

Mineral resources are estimates of the amount of metal that can be extracted from the Company's properties, considering both economic and legal factors. The Company estimates the quantity and/or grade of its mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires judgments to interpret the complex geological data. Calculating mineral resources is based upon factors such as estimates of metallurgical recoveries along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the mineral resources may affect the Company's financial position in a number of ways, including:

  • asset carrying values may be affected due to changes in estimated future cash flows;

  • depreciation charges in the Company's consolidated statement of income may change when such charges are determined by the unit-of-production basis, or when the useful lives of assets change; and

  • Reclamation and rehabilitation obligation may be affected as the estimated timing of reclamation activities is adjusted for changes in the estimated mine life as determined by the available mineral resources.

(b) Reclamation and rehabilitation obligation

Reclamation and rehabilitation obligation represent the present value of estimated future costs for the reclamation of the Company's mines and properties. These estimates include assumptions as to the cost of services, timing of the reclamation work to be performed, inflation rates, foreign exchange rates and interest rates. The reclamation and closure estimates are more uncertain the further into the future the activities are to be performed.

The actual cost to reclaim a mine may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mine. Management periodically reviews the reclamation requirements as new information becomes available and will assess the impact of new regulations and laws as they are enacted. Any changes to assumptions will result in an adjustment to the provision which affects the Company's liabilities and either its mining interest, plant and equipment or statement of income.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(c) Depreciation, depletion and amortization

The Company uses the units of production method to deplete mineral properties and the straight-line method to amortize plant and equipment. The calculation of the unit of production rate and the useful life and residual values of plant and equipment, and therefore the annual depletion and depreciation expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of changes in the Company's mine plans, changes in the estimation of mineral resources and changes in the estimated remaining life or residual value of plant and equipment.

Areas where accounting policy judgements have the most significant effect on the amounts recognized in the consolidated financial statements include:

(d) Exploration versus Development Expenditures

The classification of exploration versus development expenditures requires management to make significant judgements. Exploration expenditures are incurred during the search for mineral resources, while development expenditures relate to preparing identified resources for commercial production.

Judgement is required to determine the point at which exploration activities transition to development activities, which involves assessing factors such as the technical feasibility and commercial viability of extracting the resource. These judgements are made considering the specific circumstances of each project and are reviewed periodically to reflect any changes in economic or operational factors.

These determinations can materially impact the financial statements, as exploration expenditures are expensed as incurred, whereas development expenditures may be capitalized as part of the asset's cost.

(e) Business combinations and asset acquisitions

The assessment of whether an acquisition meets the definition of a business or whether it is a purchase of assets is a key area of judgment. If deemed to be a business combination, the acquisition method requires acquired assets and liabilities assumed to be recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill. Where an acquisition involves a purchase of assets the purchase price is allocated to the assets acquired and liabilities assumed based on their relative fair value and no goodwill arises on the transaction. The acquisition of EGA and Goldsource was determined to be a purchase of assets (Note 6 and 7).

(f) Deferred income taxes

The determination of income tax expense and deferred income tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretation of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred income taxes or the timing of tax payments.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(g) Impairment of non-current assets

Management applies significant judgment in its assessment and evaluation of asset or cash generating units at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's mineral properties, plant and equipment. External sources of information considered are changes in the Company's economic, legal and regulatory environment, which it does not control, but affect the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets. Calculating the fair value less costs of disposal of cash generating units for impairment tests requires management to make estimates and assumptions with respect to future production levels, operating, capital and closure costs, future metal prices and discount rates. Changes in any of the assumptions or estimates used in determining the fair values could impact the impairment analysis.

(h) Valuation of stockpiled ore and heap leach ore

The Company carries its long-term stockpiled ore and heap leach ore at the lower of production cost and NRV. If the carrying value exceeds NRV, a write down is required. The write-down may be reversed in a subsequent period if the circumstances which caused it no longer exists. Management makes significant estimates in developing the NRV of stockpiled ore and heap leach ore, including assumptions related to estimated recoverable ounces of gold within stockpiled ore, the estimated forecasted gold price per ounce, and estimated costs of completion.

(i) Achievement of commercial production

Depreciation of capitalized costs begins once a mine reaches the operating levels intended by management. Determining when specific assets reach this stage requires significant judgment. In making this assessment, management considered several factors, including the mobilization of the mining contractor, the ore feed rate to the crusher, leach-pad performance, and metallurgical recoveries achieving a predetermined target of plan.  As at December 31, 2025, the Moss Mine did not reach commercial production.

6. ACQUISTION OF EG ACQUISITION LLC

On March 27, 2025, the Company's subsidiary Mako US Corp. completed the acquisition of EGA, acquiring all the membership interests from Wexford EG Acquisition LLC ("Wexford EGA") an entity owned by the Company's significant shareholder. EGA owns 100% of the shares of GVC, which owns the Moss Mine. On completion of the transaction, the Company acquired 100% of the Moss Mine.

The acquisition has been accounted for as a purchase of assets as the Company concluded that it did not acquire processes that could develop the acquired inputs into an operating mine.

Wexford EGA acquired GVC from Elevation Gold Mining Corporation ("Elevation") under a Companies' Creditors Arrangement Act ("CCAA") proceeding and related Chapter 15 proceeding in the United States (collectively, the "Bankruptcy Process") on December 31, 2024.

The total purchase price for the acquisition of EGA is composed of the following:

    $  
Cash paid on closing of the transaction   6,489  
Fair value of Contingent Consideration (Note 6(b) below)   1,000  
External legal and advisory fees and due diligence costs   356  
    7,845  


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Relative fair value of net assets acquired and (liabilities) assumed   As at March 27, 2025
$
 
Cash   346  
Prepaid expenses and deposits   401  
Inventory   13,139  
Reclamation bonds (Note 6 (a) below)   3,259  
Building and equipment   603  
Mining interest   5,424  
    23,172  
Less:      
Accounts payable and accrued liabilities   (1,067 )
Reclamation and rehabilitation obligation   (14,260 )
    7,845  

The total purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed, including the mining interest and working capital. The reclamation and rehabilitation obligation was initially measured in accordance with IAS 37. The value of the building, equipment and the mining interest was determined based on a discounted cash flow model which required the use of significant assumptions that included future gold prices, future recoverable ounces of gold and expected operating costs. The fair value of leach pad inventory acquired was determined using a valuation model based on net realizable value which required the use of significant assumptions that included future gold prices, expected recoverable ounces and estimated costs of completion.

(a) Reclamation bonds

The reclamation bonds are required by regulatory authorities to ensure financial assurance for the Company's future reclamation obligations associated with its mining operations at the Moss Mine.

On June 20, 2025, restricted cash of $1,503 held for reclamation bond purposes was released to the Company. As of December 31, 2025, the total restricted cash held for reclamation bond purposes amounts to $1,768 which is classified as non-current in the statement of financial position.

(b) Contingent Consideration - Royalty agreement settlements

At the time of acquisition, a 1% net smelter return ("NSR") royalty at the Moss Mine held by affiliates of Sandstorm Gold Ltd. ("Sandstorm") and a 3% NSR royalty at the Moss Mine held by Patriot Gold Corporation ("Patriot") (collectively, the "Royalty Holders") were being disputed by Elevation as part of the Bankruptcy Process whereby the court was asked to declare the validity of the real property interests asserted by the Royalty Holders ("Royalty Agreements").

In the event that Elevation was successful in invalidating the Royalty Agreements or if an agreement was to be reached with the Royalty Holders to terminate Royalty Agreements by December 31, 2025 (the "Royalty Outside Date"), the Company was to pay Elevation $1,500 (the "Contingent Consideration").

The purchase price includes an accrual for the settlement of the royalty disputes that arose in connection with the Bankruptcy Process on the date of acquisition, involving the Royalty Holders, which were before the United States Bankruptcy Court for the District of Arizona.

As at the acquisition date, the fair value of the Contingent Consideration was determined to be $1,000 using the expected value approach in accordance with IFRS 13, Fair value measurements. The Contingent Consideration is recognized as a liability at amortized cost. The expected value approach develops a set of probability-based outcomes for the Contingent Consideration discounted based on market participant assumptions to determine the fair value. The assumptions used in the valuation included the likelihood of success in vesting away the royalties, and timing of the court settlement.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

Subsequent to the acquisition date, on July 2, 2025, the Company acquired the Senior Secured Debt owed by Elevation to Maverix (Refer to note 8(a)). As a result, the Company reassessed the probability of cash flows related to the Contingent Consideration, determined the likelihood to be remote, and recognized a gain of $1,000 in the statement of income.

On October 22, 2025, the United States Bankruptcy Court for the District of Arizona (the "US Court") granted Patriot real property interest in certain mineral interest at the Moss Mine. At December 31, 2025, the US Court has not concluded on the Sandstorm's real property interest.

7. ACQUISITION OF GOLDSOURCE MINES INC.

On July 3, 2024, the Company completed the acquisition of all the issued and outstanding common shares of Goldsource, by way of a plan of arrangement. In doing so, the Company acquired 100% of the Eagle Mountain Project, located in Guyana. Management determined that substantially all of the fair value of the gross assets acquired was concentrated in the Eagle Mountain Project and therefore accounted for the transaction as an asset acquisition. The former shareholders of Goldsource received 0.22 of a Mako common share for every one Goldsource share held (the "Exchange Ratio"). Additionally, the Company replaced the Goldsource options and warrants with equivalent Mako options and warrants with the number of such securities issuable and exercise prices adjusted by the 0.22 Exchange Ratio.

Total purchase price was determined as follows:

    $  
Fair value of 13,159,860 common shares issued (C$3.34 per share)   32,049  
Fair value of Mako replacement stock options granted(1)   1,461  
Fair value of Mako replacement warrants issued (2)   723  
External legal and advisory fees and due diligence costs   829  
    35,062  

(1) The replacement stock options have been valued using the Black-Scholes option pricing model based on a risk-free interest rate ranging from 3.57% to 4.05%, an expected volatility of between 26.90% and 69.44%, and expected average life of up to 4.42 years.

(2) The replacement warrants have been valued using the Black-Scholes option pricing model based on a risk-free interest rate of 4.05%, an expected volatility of 57.55%, and expected life of 0.88 years.

The purchase price was allocated based on the relative fair value of the assets acquired and liabilities assumed as follows:

Fair value of net assets acquired and (liabilities) assumed   As at July 3, 2024  
Assets acquired and liabilities assumed:      
Cash $ 517  
Amounts receivable and prepaid expenses   454  
Building, vehicles and equipment   402  
Mining interest   37,685  
Less:      
Accounts payable and accrued liabilities   (1,225 )
Reclamation and rehabilitation obligation   (1,265 )
Wexford Bridge Loan and accrued interest   (1,506 )
  $ 35,062  

As part of the liabilities assumed in the Goldsource Transaction, the Company also assumed a loan of C$2,000 from the Wexford Lenders (the "Wexford Bridge Loan"). The Wexford Bridge Loan was unsecured and incurred interest at a rate of 12% per annum, payable semi-annually, and matured on March 26, 2025.

On July 22, 2024, the Company extinguished the Wexford Bridge Loan with a payment of $1,514 (C$2,077).


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

8. RECEIVABLES, PREPAIDS AND OTHER ASSETS

As at   December 31,
2025
    December 31,
2024
 
Trade receivable $ 251   $ 321  
Prepaid expenses   1,872     715  
Supplier advances and deposits   971     637  
Senior Secured Debt (Note 8(a) below)   1,800        
Marketable security   236     -  
Other   137     60  
    5,267     1,733  
Disclosed as non-current:            
Prepaid expenses   -     35  
Supplier advances and deposits   549     171  
Deferred transaction costs   996     29  
    1,545     235  
  $ 6,812   $ 1,968  

(a) On July 2, 2025, the Company acquired, for $1,800, approximately $49,509 ("Face Value") of indebtedness (the "Senior Secured Debt") owing by Elevation to Maverix Metals Inc. ("Maverix"), the senior secured creditor of Elevation under its CCAA proceedings before the Supreme Court of British Columbia. As a result of this acquisition, the Monitor in Elevation's CCAA proceedings will now facilitate any distributions to Mako as the principal secured creditor in place of Maverix. However, expected recoveries are significantly below the Senior Secured Debt's Face Value. As of December 31, 2025, the CCAA proceedings remain ongoing, and the Company continues to assess that the carrying amount of investment in Debt will be recovered.

9. INVENTORIES

As at   December 31,
2025
    December 31,
2024
 
Stockpiled ore $ 10,696   $ 6,645  
Ore in-circuit   1,584     1,501  
Heap leach ore   11,262     -  
Finished metal   1,621     232  
Supplies and spare parts   4,015     2,709  
    29,178     11,087  
Disclosed as non-current:            
Stockpiled ore   6,977     7,651  
Heap leach ore   3,371     -  
Supplies and spare parts   2,481     2,060  
    12,829     9,711  
  $ 42,007   $ 20,798  

During the years ended December 31, 2025 and 2024, non-current inventory comprised of low-grade stockpiled ore at the San Albino Mine expected to be processed after 12 months, heap-leach ore at the Moss Mine expected to be recovered beyond 12 months and supplies and spare parts intended for use after more than 12 months.

No NRV adjustments were required for low-grade stockpiled ore or heap-leach ore as at December 31, 2025 or 2024. During the year ended December 31, 2025, the Company recognized a provision of $102 (2024: Nil) related to non-current supplies and spare parts.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

10. MINING INTEREST, PLANT AND EQUIPMENT

    Mineral
properties
    Building,
Plant &
Equipment
    Exploration
&
Evaluation
Assets
    Development
Asset
    Total  
Cost                              
As at December 31, 2023 $ 24,102   $ 43,642   $ 765   $ -   $ 68,509  
  Additions   6,269     2,845     20     -     9,134  
  Acquisition Goldsource   -     402     37,655     -     38,057  
  Asset retirement obligation   684     40     18     -     742  
  Deferred stripping   5,887     -     -     -     5,887  
Foreign currency translation   -     -     (51 )   -     (51 )
As at December 31, 2024 $ 36,942   $ 46,929   $ 38,407   $ -   $ 122,278  
  Additions   6,320     1,572     -     1,474     9,367  
  Acquisition Moss Mine   -     603     -     5,424     6,027  
  Sailfish Silver Option   (144 )   -     -     -     (144 )
  Asset retirement obligation   646     45     (25 )   564     1,230  
  Disposals   -     (36 )   -     -     (36 )
  Deferred stripping   2,554     -     -     -     2,554  
Foreign currency translation   -     1     66     -     67  
As at December 31, 2025 $ 46,318   $ 49,114   $ 38,448   $ 7,463   $ 141,343  
Accumulated depreciation                              
As at December 31, 2023 $ 18,830   $ 29,147   $ -   $ -   $ 47,977  
  Depreciation   395     4,144     -     -     4,539  
As at December 31, 2024 $ 19,225   $ 33,291   $ -   $ -   $ 52,516  
  Depreciation   3,997     4,274     -     -     8,271  
  Disposals   -     (25 )   -     -     (25 )
As at December 31, 2025 $ 23,222   $ 37,540   $ -   $ -   $ 60,762  
Net book value:                              
As at December 31, 2023 $ 5,272   $ 14,495   $ 765   $ -   $ 20,532  
As at December 31, 2024 $ 17,717   $ 13,638   $ 38,407   $ -   $ 69,762  
As at December 31, 2025 $ 23,096   $ 11,574   $ 38,448   $ 7,463   $ 80,581  

Exploration and evaluation asset includes $765 (2024: $765) for Potrerillos and El Jicaro in Nicaragua and $37,683 (2024: $37,642) for Eagle Mountain Project in Guyana.

On September 30, 2024, the Guyana Geology and Mines Commission approved the renewal of the Eagle Mountain Project's prospecting license for a three-year term, with two additional one-year extension rights. As part of the prospecting license application, the Company is required to incur minimum expenditures of $2,560 during the first year. This minimum expenditure requirement has been met.

Additions to the Development Asset include $47 (2024: Nil) related to equipment used in the ramp-up of mining operations at Moss Mine while is being prepared for its intended use.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As at   December 31,
2025
    December 31,
2024
 
Accounts payable and accrued liabilities $ 13,722   $ 10,043  
Lease liability   69     97  
Income taxes payable   13,925     4,346  
Due to related parties (Note 15)   782     312  
Total current liabilities $ 28,498   $ 14,798  
             
Non-current liability            
  Lease liability   -     69  
  Accrued liabilities (Note 11 (a))   1,062     1,096  
Total non-current liabilities   1,062     1,165  
Total accounts payable and accrued liabilities $ 29,560   $ 15,963  

(a) Severance Obligation

Non-current accrued liabilities include $1,062 (December 31, 2024: $878) for severance obligations for employees at the Company's operations in Nicaragua. This severance is calculated using actuarial methods based on each employee's years of service and final salary, subject to a maximum of five months' salary, and is determined in accordance with Nicaraguan labor laws. A discount rate of 10.30% (2024: 10.6%) is used in the calculation.

12. TERM LOANS AND DERIVATIVE LIABILITIES

As at   Wexford
Loan
    Wexford
Bridge
Loan
    Sailfish
Silver
Loan
Derivative
Liability
    Total  
    Note
12(a)
    Note 7     Note 12(b)        
Balance, December 31, 2023 $ 6,287   $ -   $ 4,381   $ 10,668  
Liability assumed on acquisition   -     1,506           1,506  
Extinguishment of Wexford Loan   (6,287 )   -     -     (6,287 )
Recognition of Revised Wexford Loan   4,200     -     -     4,200  
Remeasurement loss    483     -     -     483  
Accretion and accrued interest   754     8     -     762  
Repayments   (314 )   (1,514 )   -     (1,828 )
Value of 162,000 oz of silver delivered at spot price   -     -     (4,622 )   (4,622 )
Fair value adjustment   -     -     1,727     1,727  
Balance, December 31, 2024 $ 5,123   $ -   $ 1,486   $ 6,609  
Accretion and accrued interest   749     -     -     749  
Repayments   (7,123 )   -     -     (7,123 )
Value of 54,000 oz of silver delivered at spot price   -     -     (1,747 )   (1,747 )
Loss on extinguishment   1,251     -     -     1,251  
Fair value adjustment   -     -     261     261  
Balance, December 31, 2025 $ -   $ -   $ -   $ -  


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(a) Wexford Loan and Revised Wexford Loan

In February 2020, the Company entered into a $15 million unsecured loan facility (the "Wexford Loan") with private investment funds (collectively, the "Wexford Funds") managed by the Company's controlling shareholder, Wexford Capital LP ("Wexford"). In August 2023, the Wexford Loan facility was increased by $2 million. By December 31, 2023, all principal amounts had been repaid, leaving only accrued and bonus interest of $6,287 outstanding.

The Wexford Loan, including the outstanding balance of accrued and bonus interest, bore interest at the rate of 10% per annum and was set to mature on March 31, 2025.

On March 27, 2024, the Wexford Loan facility was substantially amended, converting accrued and bonus interest into a new term loan of $6,287 maturing March 31, 2029, with interest at 10% compounded semi-annually ("Revised Wexford Loan"). The modification was accounted for as an extinguishment of the original liability and the recognition of a new one. The Revised Wexford Loan was measured on initial recognition using an 18% market-based effective interest rate, resulting in a related-party capital contribution of $2,087.

Also, during 2024, the Company revised expected cash flows to reflect semi-annual interest payments, recording a remeasurement loss of $483.

On October 28, 2025, the Company fully repaid the outstanding balance of the Revised Wexford Loan. The difference of $1,251 between the carrying amount and the settlement amount was recognized as a loss on extinguishment in the statement of income.

(b) Sailfish Silver Loan Derivative Liability

On May 24, 2023, the Company entered into a $6 million silver-linked loan agreement with Sailfish, which required 24 monthly deliveries of 13,500 silver ounces (or gold equivalent) and carried an interest rate of US Prime plus 4% on overdue deliveries (the "Silver Loan"). Sailfish also had the option, exercisable after 12 months from entering the Silver Loan, to purchase all remaining future silver production from the Company's San Albino-Murra concession for an additional consideration of $1 million (the "Sailfish Silver Option"). The Company determined that the stream obligation was a derivative liability, and as such, the stream obligation was recorded at FVTPL at each statement of financial position date. During the year ended December 31, 2025, the Company fully repaid the Silver Loan.

On April 28, 2025, Sailfish exercised the Sailfish Silver Option. This was accounted for as a partial disposal of mineral interest, as Sailfish now holds the risks, rewards, and rights to all future silver economic benefits. In accordance with IAS 16, Property, Plant and Equipment, the mineral interest attributable to this silver amounting to $144 was derecognized upon exercise. A gain of $856 was calculated at the time of derecognition as the Company has no obligation to produce and future extraction services were determined to be of nominal value. The gain is deferred and is being recognised as the silver is delivered. During the year ended December 31, 2025, the Company recognized gain of $107.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

13. RECLAMATION AND REHABILITATION OBLIGATIONS ("ARO")

    San
Albino
Mine
    Eagle
Mountain
Project
    Moss
Mine
    La
Trinidad
Mine
    Total  
Balance, December 31, 2023 $ 2,198   $ -   $ -   $ 866   $ 3,064  
Liability acquired on acquisition of Goldsource   -     1,265     -     -     1,265  
Cash outflows for reclamation and rehabilitation activities   (4 )   -     -     -     (4 )
Changes in estimate   725     (13 )   -     -     712  
Accretion expense   130     64     -     -     194  
Liability extinguished   -     -     -     (866 )   (866 )
Translation of foreign operation to  presentation currency   -     (2 )   -     -     (2 )
Balance, December 31, 2024 $ 3,049   $ 1,314   $ -   $ -   $ 4,363  
Liability acquired on acquisition of Moss Mine   -     -     14,260     -     14,260  
Changes in estimate   691     (25 )   564     -     1,230  
Accretion expense   135     63     390     -     588  
Balance, December 31, 2025 $ 3,875   $ 1,352   $ 15,214   $ -   $ 20,441  

(a) The Company has calculated the present value of the reclamation and rehabilitation obligation as at December 31, 2025 using the undiscounted estimates of cash outflows associated with reclamation activities, which amount to $4,049 (December 31, 2024: $3,533) for the San Albino Mine, $1,451 (December 31, 2024: $1,451) for the Eagle Mountain Project, and $14,951 (December 31, 2024: Nil) for the Moss Mine. The provision was determined using discount rates ranging between 3.50% - 5.00% (December 31, 2024 - 4.25% - 5.00%) and an inflation rate of 2.50% (December 31, 2024 -2.50%).

(b) Extinguishment of La Trinidad Mine ARO

On February 15, 2024, the Company entered into an agreement with GR Silver Mines Ltd. ("GR Silver") to settle all liabilities and responsibilities, including but not limited to the reclamation and rehabilitation obligations, of the Company, related to the sale of the Company's Mexican operations to GR Silver in March 2021 (the "Settlement and Release Agreement").

Pursuant to the terms of the Settlement and Release Agreement, the Company made a cash payment of $500 to GR Silver and issued 296,710 common shares of the Company, for a total payment of $960. As a result, a loss of $94 on the disposition of the liability was recognized in the statement of income for the year ended December 31, 2024.

14. SHARE CAPITAL

(a) Authorized - Unlimited number of common shares, without par value.

(b) Issued

Transaction during the year ended December 31, 2025:

(i) On October 28, 2025, the Company closed a financing package consisting of a brokered private placement of 5,031,250 common shares at a price of C$8.00 per share, for gross proceeds of $28,777 (C$40,250) and a non-brokered private placement with funds managed by Wexford Capital LP, a related party, issuing 1,875,000 common shares at the same issue price for additional gross proceeds of $10,719 (C$15,000). In connection with the 2025 Offering, the Company incurred share issuance transaction costs of $2,058.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(ii) During the year, the Company repurchased 534,800 common shares of the Company under a normal course issuer bid for $1,357 (C$1,955). The common shares acquired by the Company are cancelled. The repurchase resulted in a reduction of Share Capital by $749, representing the average carrying value of the shares, with the remaining $608 of the purchase price was allocated to Deficit.

Transaction during the year ended December 31, 2024:

(iii) During the year, the Company repurchased 1,996,900 common shares of the Company under a normal course issuer bid for $4,699 (C$6,410). The common shares acquired by the Company are cancelled. The repurchase resulted in a reduction of Share Capital by $2,651, representing the average carrying value of the shares, with the remaining $2,048 of the purchase price was allocated to Deficit.

(c) Share options

The Company may grant stock options to its directors, executive officers, employees, and consultants to acquire common shares, exercisable for up to five years from the grant date and subject to vesting conditions, which generally occur in three equal annual tranches. The following table summarizes information about the movement of the share options outstanding under the Company's plan:

      For the year ended
December 31, 2025
    For the year ended
December 31, 2024
 
      Number
of options
     
WAEP*
    Number
of options
    WAEP  
Opening balance     1,805,050     C$2.83     3,736,504     C$2.62  
Granted     740,000     4.47     200,000     3.31  
Mako replacement options**     -     -     1,181,950     2.49  
Exercised     (500,966 )   3.04     (1,767,853 )   1.95  
Forfeited     (30,000 )   4.47     (45,000 )   2.13  
Expired     (279,750 )   4.02     (1,500,551 )   3.18  
Ending balance     1,734,334     C$3.25     1,805,050     C$2.83  
Options exercisable     845,166     C$2.36     1,429,217     C$2.88  
Weighted average remaining contractual life (in years)     3.14           2.77        

* WAEP = Weighted average exercise price

**Make replacement warrants are issued on acquisition of GoldSource

During the year, the weighted-average market price of the shares on the dates the stock options were exercised was $4.55 (2024: $3.27).

The fair value of the options granted during the year was $1,276 (2024: $272). The fair value was estimated at the grant date using the Black-Scholes option pricing model based on the following assumptions: risk free interest rate of 2.78% (2024: 3.78%), expected volatility of 58.24% (2024: 61.05%), expected option life of 5 years (2024: 2.90 years), and an expected dividend yield of Nil (2024: Nil).

During the year ended December 31, 2025, the Company recorded share-based payments expense of $592 (2024: $279), all of which is included in general and administrative expenses.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(d) Restricted share units ("RSU")

Under the terms of the Company's RSU Plan, the Board of Directors may grant RSUs to directors, officers, employees, and consultants, subject to vesting conditions, which generally occur over three years, and RSU's are settled in equity. The following table summarizes the RSU movements:

    For the year ended
December 31
 
    2025     2024  
Opening balance   586,985     1,089,019  
Granted   509,285     -  
Exercised   (3,651 )   (395,720 )
Net settlement for tax withholding   -     (33,590 )
Forfeited   -     (72,724 )
Ending balance   1,092,619     586,985  
RSU vested   291,666     -  

The fair value of RSU grated during the year was $1,674 (2024: $Nil) determined based on the market value of the Company shares at the date of issuance. For the year ended December 31, 2025, total share‐based compensation relating to RSUs was $708 (2024: $543), of which all is included in general and administrative expenses.

(e) Deferred share units ("DSU")

Under the terms of the Company's DSU Plan, the Board of Directors may grant DSUs to directors, which vest immediately and are settled in equity when director ceases to be a member of board of Directors. The following table summarizes the DSU movements:

    For the year ended
December 31
 
    2025     2024  
Opening balance   315,640     386,240  
Granted   145,000     -  
Shares issued   (90,600 )   (70,600 )
Ending balance   370,040     315,640  

The fair value of DSU granted during the year was $476 (2024: $Nil) determined based on the market value of the Company shares at the date of issuance. For the year ended December 31, 2025, total share‐based compensation relating to DSUs was $673 (2024: $199), of which all is included in general and administrative expenses.

(f) Warrants

For the year ended December 31, 2025   December 31, 2024
    Number
of warrants
    WAEP*     Number
of warrants
    WAEP*  
Opening balance   837,807     C$2.50     -     C$-  
Mako replacement warrants**   -     -     841,503     2.50  
Exercised   (793,807 )   2.50     (3,696 )   2.50  
Expired   (44,000 )   2.50              
Ending balance   -     C$-     837,807     C$2.50  
Weighted average remaining contractual life   -           0.38 years        

* WAEP = Weighted average exercise price

**Make replacement warrants are issued on acquisition of GoldSource


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

The fair value of warrants issued during 2024 was estimated using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 4.05%, expected volatility of 57.55%, expected life of 0.9 years, and an expected dividend yield of Nil.

15. RELATED PARTY TRANSACTIONS

(a) Key management compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprise the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President and Directors.

For the year ended   December 31,
2025
    December 31,
2024
 
Director fees $ 444   $ 265  
Salaries, consulting and management fees   1,569     2,071  
Share-based compensation   1,551     855  
Total $ 3,564   $ 3,191  
             
As at December 31,   2025     2024  
Amount included in accounts payable and accrued liabilities $ 9   $ 303  

(b) Sailfish Royalty Corp. ("Sailfish")

Sailfish is a publicly traded company related by common shareholders and directors. In addition to the Sailfish Silver Loan (Note 12 (b)), during the year ended December 31, 2025, the Company's had the following transactions with Sailfish:

Gold stream sales

  • The Company sold 61 (2024: 782) ounces of gold to Sailfish for $51 (2024: $468) which is recognized as production service revenue.
  • The Company received advances of $nil (2024: $384) for the sale of gold ounces.

As at December 31, 2025, a balance of $10 was receivable from Sailfish and is included in receivables (December 31, 2024: $70).

Royalty fee

Sailfish is entitled to a 2% NSR royalty of the production of all gold and silver ounces from San Albino Mine, excluding the certain area of interest, as defined in the amended gold stream agreement entered into in November 2018.

During the year ended December 31, 2025, a royalty fee of $2,366 (2024: $975) was payable to Sailfish and is included in production costs in the consolidated statement of income.

As at December 31, 2025, a balance of $773 (2024: $432) was payable to Sailfish and is included in accounts payable and accrued liabilities.

Silver Option Agreement

On April 28, 2025, the Company received $1,000 from Sailfish for exercise of Silver Option (Refer Note 12(b)). The Company delivered 17,661 ounces (2024: nil) of silver to Sailfish pursuant to the option exercised by Sailfish.

(c) Wexford

Wexford is the Company's largest shareholder and exercises significant influence over the Company. In addition to the Revised Wexford Loan, during the year ended December 31, 2025, the Company had following transactions with Wexford:


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   
  • On March 27, 2025, the Company acquired the Moss Mine from Wexford EGA, an entity owned by Wexford. Refer to Note 6.
  • On October 28, 2025, the Company closed a non-brokered private placement with funds managed by Wexford Capital LP, issuing 1,875,000 common shares for gross proceeds of $10,719 (C$15,000).

(d) Tes‐Oro Mining Group, LLC ("Tes-Oro")

Tes-Oro is a private company controlled by the Company's Chief Operating Officer. Tes-Oro is a full-service engineering, procurement and construction management firm working with the Company. During the year ended December 31, 2025, the Company expensed fees relating to consulting services of $46 (2024: $9) and $96 (2024: $38) in general office expenses. Amounts payable to Tes-Oro as at December 31, 2025, were $9 (December 31, 2024: $9).

16. SEGMENTED INFORMATION

Reportable segments are consistent with the geographic regions in which the Company's projects are located. In determining the Company's segment structure, the basis on which management reviews the financial and operational performance was considered and whether any of the Company's mining operations share similar economic, operational and regulatory characteristics. The Company considers its San Albino Mine in Nicaragua, its Moss Mine in the United States and its Eagle Mountain Project in Guyana as its reportable segments. The corporate headquarters include operations in Canada and the United States and is presented for reconciliation purposes.

For the year ended December 31, 2025, and 2024, the Company's principal product was gold (99%) and silver (1%) sold to refineries (three customers) at spot market prices.

The Company's segments are summarized as follows:

    Nicaragua     USA     Guyana     Total
Operating
Segments
    Corporate     Total  
For the year ended December 31, 2025:                                
Revenue   126,607     21,865     -     148,472     -     148,472  
Production costs   (49,885 )   (15,588 )   -     (65,473 )   -     (65,473 )
Depreciation, depletion and amortization   (7,982 )   -     -     (7,982 )   -     (7,982 )
Gross profit   68,740     6,277     -     75,017     -     75,017  
Exploration and evaluation expense   (5,110 )   (201 )   (4,052 )   (9,363 )   -     (9,363 )
General and administrative expenses   -     (178 )   -     (178 )   (10,630 )   (10,808 )
Other income (expense)   73     (299 )   (29 )   (255 )   105     (150 )
Income and deferred taxes   (20,956 )   -     -     (20,956 )   -     (20,956 )
Income for the period   42,747     5,599     (4,081 )   44,265     (10,525 )   33,740  
                                     
Total assets   105,044     31,836     38,949     175,829     32,616     208,445  
Total liabilities   (35,147 )   (18,384 )   (1,569 )   (55,100 )   (2,612 )   (57,712 )
Capital expenditures   9,993     7,720     189     17,902     45     17,947  


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

    Nicaragua     USA     Guyana     Total
Operating
Segments
    Corporate     Total  
For the year ended December 31, 2024:                                
Revenue   92,076     -     -     92,076     -     92,076  
Production costs   (38,222 )   -     -     (38,222 )   -     (38,222 )
Depreciation, depletion and amortization   (7,469 )   -     -     (7,469 )   -     (7,469 )
Gross profit   46,385     -     -     46,385     -     46,385  
Exploration and evaluation expense   (1,948 )   -     (1,315 )   (3,263 )   -     (3,263 )
General and administrative expenses   -     -     -     -     (8,649 )   (8,649 )
Other income (expense)   (407 )   -     (64 )   (471 )   (4,653 )   (5,124 )
Income and deferred taxes   (10,197 )   -     -     (10,197 )         (10,197 )
Income for the period   33,833     -     (1,379 )   32,454     (13,302 )   19,152  
                                     
Total assets   66,256     -     38,617     104,873     2,209     107,082  
Total liabilities   (20,629 )   -     (1,431 )   (22,060 )   (8,099 )   (30,159 )
Capital expenditures   14,997     -     20     15,017     4     15,021  

17. SUPPLEMENTARY CASH FLOW INFORMATION

    December 31,     December 31,  
For the year ended   2025     2024  
Changes in non-cash working capital:            
  Change in receivables $ 54   $ (79 )
  Change in inventories   (8,531 )   (5,845 )
  Change in prepaid expenses, and other   (1,347 )   (143 )
  Change in accounts payable and accrued liabilities   12,661     4,078  
  Change in due to related parties   (303 )   290  
  $ 2,534   $ (1,699 )
             
The significant non-cash financing and investing transactions:            
  Repayment of Sailfish Silver Loan (non-cash) $ 461   $ 993  
  Change in current liabilities relating to mining interest expenditures   99     1,540  

18. GENERAL AND ADMINISTRATIVE EXPENSES

    December 31,     December 31,  
For the year ended   2025     2024  
Accounting and legal $ 1,171   $ 984  
Consulting fees   66     62  
Directors' fees   443     265  
Depreciation   136     127  
General office expenses   404     189  
Insurance   457     470  
Investor relations and communications   182     184  
Rent   42     6  
Salaries and benefits   5,474     4,883  
Stock-based compensation   1,973     1,022  
Telephone and IT services   123     188  
Transfer agent fees and regulatory fees   99     88  
Travel   238     181  
  $ 10,808   $ 8,649  


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

19. ACCRETION AND INTEREST EXPENSE

    December 31,     December 31,  
For the year ended   2025     2024  
Accretion on asset retirement obligation (Note 13) $ 588   $ 194  
Accretion on the Wexford Loan (Note 12 (a))   231     123  
Interest expense - Wexford Loan (Note 12(a))   519     631  
Interest expense - other   262     23  
  $ 1,600   $ 971  

20. INCOME TAX EXPENSE AND DEFERRED TAXES

(a) The income tax expense or recovery reported by the Company differs from the amounts obtained by applying the statutory income tax rates to the income or loss. A reconciliation of the income tax provision computed at statutory rates to the reported income tax expense is provided below:

    December 31,     December 31,  
For the year ended   2025     2024  
Income for the year before income tax $ 54,696   $ 29,349  
Canadian statutory tax rate   27.0%     27.0%  
Computed expected tax expense at statutory rates   14,768     7,924  
Permanent differences   3,063     249  
Effect of change and difference in tax rate   1,949     1,472  
Foreign exchange   (520 )   814  
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses   1,817     1,167  
Change in unrecognized deferred tax assets   (121 )   (1,429 )
  $ 20,956   $ 10,197  
Current income tax expense $ 17,218   $ 6,973  
Deferred income tax expense   3,738     3,224  
Total income tax expense $ 20,956   $ 10,197  

(b) The significant components of the Company's net deferred income tax asset and liabilities are as follows:

    December 31,     December 31,  
For the year ended   2025     2024  
Deferred tax assets:            
  Non-capital losses $ 28,077   $ 7,405  
  Allowable Capital losses   2,225     2,670  
  Share issuance costs and finance fees   459     11  
  Mineral property, plant and equipment   589     1,076  
  Other   4,914     1,774  
Total deferred tax assets $ 36,264   $ 12,936  
             
Deferred tax liabilities:            
  Exploration and evaluation assets   (4,656 )   (493 )
  Other   (3,926 )   (2,868 )
Total deferred tax liabilities $ (8,582 ) $ (3,361 )
Unrecognized deferred tax assets   (34,644 )   (12,799 )
Net deferred tax liability $ (6,962 ) $ (3,224 )


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

(c) The Company recognizes tax benefits on losses or other deductible amounts generated in countries where it is probable the Company will generate future taxable income. The Company's unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

    December 31,     December 31,  
    2025     2024  
Temporary differences            
  Non-Capital losses available for future years   99,462     27,425  
  Allowable capital losses   16,656     19,949  
  Share issuance costs and financing fees   1,699     41  
  Mineral property, plant and equipment   3,945     3,755  
  Exploration and evaluation assets   4,183     559  
  Other   17,265     6,462  
Unrecognized deductible temporary differences $ 143,210   $ 58,191  

(d) The Company's unused non-capital losses in Canada of $27,195 are set to expire between 2027 and 2046.

21. FINANCIAL INSTRUMENTS AND LIQUIDITY RISK

Financial Instruments measured at fair value are classified into one of three levels using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company's financial instruments include cash and cash equivalents, receivables, Secured Debt Investment, marketable securities, and accounts payable. In addition, at December 31, 2024, the Company also held derivative instruments. The carrying values of cash and cash equivalents, receivable, Secured Debt Investment, marketable securities, and accounts payable approximate fair value because of the short-term nature of these instruments or capacity of prompt liquidation. The Company's derivative asset and liability is measured using level 3 inputs.

During the year ended December 31, 2025, and 2024, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk with respect to its cash and cash equivalents, Secured Debt Investment and receivables. The Company's maximum exposure to credit risk is the amount disclosed in the consolidated statements of financial position.

Credit risk associated with cash and cash equivalents is minimized by placing the majority of these instruments with major financial institutions with strong investment-grade ratings as determined by a primary ratings agency.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

Credit risk associated with the Secured Debt Investment is managed through the Company's ongoing monitoring of the CCAA proceedings. The investment is secured by first-ranking charges over the estate's assets, which mitigates credit exposure. Management assesses and monitors credit risk by reviewing court filings, restructuring updates, and collateral valuations throughout the CCAA proceedings.

Credit risk associated with trade receivables is managed by dealing with reputable international metals trading companies. The Company assesses and monitors risk by performing an aging analysis of its trade receivables.

Liquidity risk

Liquidity risk represents the risk that the Company will be unable to meet its obligations associated with its financial liabilities as they fall due. The Company manages liquidity risk by preparing an annual budget for approval by the Board of Directors and preparing cash flow and liquidity forecasts on a regular basis. The Company's objective when managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations. The ability to do this relies on the Company collecting its trade receivables in a timely manner and maintaining sufficient cash on hand through debt financing.

Based on the Company's forecasted cash flows and the current working capital, the Company estimates that it will have sufficient liquidity to meet its obligations and operating requirements for at least the next twelve months.

Financial liabilities include accounts payable and accrued liabilities amount to $28,498, which is due for payment within 1 year.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market factors. Market risk comprises three types of risk: price risk, interest rate risk and currency risk.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk to the extent that the cash maintained at financial institutions is subject to a floating rate of interest. The interest rate risk on cash is considered insignificant due to the low interest rates in the current economic environment and short-term nature of its holdings and as such the Company does not take any actions to manage interest rate risk.

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign currency exchange rates.

The Company's currency risk primarily arises from financial instruments denominated in US dollars that are held by Mako and Goldsource, as their functional currency is the Canadian dollar and that are held by Stronghold, as their functional currency is the Guyanese dollar. Conversely for the Company's subsidiaries whose functional currency is the US dollar, currency risk primarily arises from financial instruments denominated in Nicaraguan córdoba that are held at the subsidiary company level. As at December 31, 2025, a 5% change in the exchange rate between the Canadian dollar and the U.S. dollar would result in a net impact of approximately $78 and a 5% change in the exchange rate between the Guyanese dollar and the U.S. dollar would result in a net impact of approximately $10. Effective January 1, 2024, the exchange rate between the Nicaraguan córdoba and the U.S. dollar has been fixed by the Central Bank of Nicaragua. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a hedging program or any other programs to manage currency risk.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025
All amounts are in thousands of United States dollars, unless otherwise stated
   

22. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk. The capital structure of the Company currently consists of common shares. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions, its expected funding requirements, and risk characteristics of the underlying assets. The Company's funding requirements are based on cash forecasts. In order to maintain or adjust the capital structure, the Company may issue new shares, debt and/or consider strategic alliances. Management reviews its capital management approach on a regular basis. The Company is not subject to any externally imposed capital requirements.

23. EVENTS AFTER THE REPORTING PERIOD

The following events took place after December 31, 2025:

Mt. Hamilton Acquisition

On March 23, 2026, the Company completed the acquisition of 100% of the membership interests of MHC the owner of the Mt. Hamilton Project in Nevada, USA from Sailfish for total consideration of $40 million. The consideration payable to Sailfish consists of two gold stream commitments:

  • Initial Stream Term (60 months): The Company will deliver 341.7 ounces of refined gold per month, subject to an adjustment formula ensuring the monthly delivery value is not less than US$738 and not more than $1,011, equivalent to a gold price range of $2,700/oz to $3,700/oz after adjustments.
  • Additional Stream Term (72 months): Following the Initial Stream Term, the Company will deliver 100 ounces of refined gold per month, not subject to any adjustment formula.

For all ounces delivered under both streams, Sailfish will pay the Company 20% of the London PM fixed price for refined gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) (the "London PM Fix price") on date of delivery of such deliverable gold.



April 1st, 2026

TSX-V: MKO; Nasdaq: MAKO

Mako Mining Reports Fourth Quarter and Full Year 2025 Financial Results, Including Q4
2025 Adjusted EBITDA
(1) of US$28.3 million and EPS of US$0.17/share from 11,564 oz
Gold Sold at an Average Realized Price of US$4,313/oz
(1)(2), and Corporate Update

Mako Mining Corp. (TSX-V: MKO; NASDAQ: MAKO) ("Mako" or the "Company") is pleased to provide financial results for the three months and year ended December 31, 2025 ("Q4 2025"). All dollar amounts referred to herein are expressed in United States dollars unless otherwise stated.

The Company's financial results for Q4 2025 reflect record gold sales of $50.4 million, which generated $24.1 million in Mine Operating Cash Flow ("Mine OCF") (1)(3), and $14.3 million in Net Income. The Company sold 11,564 oz of gold at an average realized price (1)(2) of $4,313 per oz with a $1,876 All-In Sustaining Cost ("AISC") ($/oz sold). (1) (2)

Q4 2025 Highlights

Financial

  • $50.4 million in Revenue
  • $28.3 million in Adjusted EBITDA (1)
  • $24.1 million in Mine OCF (1)(3)
  • $14.3 million Net Income
  • $1,572 Cash Costs ($/oz sold) (1)(2)
  • $1,876 AISC ($/oz sold) (1)(2)
  • Full year Return on Equity ("ROE") (1) of 29.6% and Return on Assets ("ROA") of 21.4% (1)
  • Private Placement: On October 28, 2025, the Company completed a brokered private placement for gross proceeds of $28.8 million (C$40.3 million). The Company also completed a concurrent non-brokered private placement to private investment funds managed by Wexford Capital LP ("Wexford") for gross proceeds of $10.7 million (C$15.0 million)
  • Wexford Loan: On October 28, 2025, the Company fully repaid the outstanding balance of its loan from Wexford totaling $6.5 million. The repayment consisted of principal of $6.3 million and accrued interest of $0.2 million

Growth

  • $2.8 million in exploration and evaluation expenses ($0.7 million in areas surrounding San Albino and $1.6 million for El Jicaro in Nicaragua and approximately $0.5 million at Eagle Mountain, Guyana)

Akiba Leisman, CEO of Mako states "Q4 2025 was an exceptionally strong quarter, with 11,564 ounces sold at a record $4,313 gold price, leading to $0.17 per share of EPS, over $28 million in Adjusted EBITDA, with a cash and trade receivable balance of $78 million.  Mako generated an industry leading ROE of 29.6%, which is even more impressive given that the two most significant assets the Company has are non-producing. The Company is completely debt free, even after accounting for two significant acquisitions in 2025. Now that the Moss Mine is approaching steady state production, Q1 2026 will be another record quarter for the Company, with more than enough internally funded sources of cash to build the Mt. Hamilton and Eagle Mountain development projects, which will significantly enhance the Company's production and profitability profile."

Corporate Update

Subsequent to December 31, 2025

  • Mt. Hamilton Acquisition

On March 23, 2026, the Company completed the acquisition of 100% of the registered membership interests of Mt. Hamilton LLC, the owner of the Mt. Hamilton Project in Nevada, USA, from Sailfish Royalty Corp. ("Sailfish"). The consideration payable to Sailfish for the acquisition consists of two gold stream commitments:

(a) Initial Stream Term (60 months): The Company will deliver 341.7 ounces of refined gold per month, subject to an adjustment formula ensuring the monthly delivery value is not less than $0.7 million and not more than $1.0 million, equivalent to a gold price range of $2,700/oz to $3,700/oz after adjustments

(b) Additional Stream Term (72 months): Following completion of the Initial Stream Term, the Company will deliver 100 ounces of refined gold per month, not subject to any adjustment formula

For all ounces delivered under both streams, Sailfish will pay the Company 20% of the London PM fixed price for refined gold in United States dollars, as determined by the London Bullion Market Association (or any successor association or body) on date of delivery of such deliverable gold. Further details of the gold stream commitments can be found in the Amended and Restated Gold Purchase Agreement dated February 14, 2026, between the Company and Sailfish, available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

 Updated Mineral Resource Estimate for the Moss Mine

On March 10, 2026, the Company filed a technical report for the Moss Mine in Arizona, USA (the "Moss Mine Technical Report") titled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate for the Moss Mine Project, Oatman Mining District, Mohave County, Arizona, USA dated February 27, 2026.

For the full mineral resource estimate, including key assumptions and modifying factors, please see the Moss Mine Technical Report available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.


 Eagle Mountain Project

On March 25, 2026, the Company submitted to the Guyana Environmental Protection Agency ("EPA") the Environmental and Social Impact Assessment ("ESIA") in connection with the Company's Eagle Mountain project. The ESIA reflects the project's baseline studies for environmental, social, cultural, engineering, community engagement as well as expected impacts and mitigation measures. Its filing marks a critical step in the regulatory review process in respect of the environmental authorization to be issued by the Guyana EPA.

 Options, RSUs and DSUs

The Company intends to grant an aggregate of 566,800 stock options under the terms of the Company's Omnibus Incentive Plan (the "Plan") to the Company's executive officers and certain other employees and contractors. The option exercise price will equal to the 5-day VWAP on the TSXV ending on the last trading day prior to the date of the Option grant, with a maturity of 5 years. The vesting schedule will be in four equal annual installments (25%) on the first, second, third and fourth anniversaries of the date of grant.

The Company also intends to grant 640,124 restricted share units of the Company under the terms of the Plan to its executive officers and certain other employees and contractors, with a restricted period ending in 2029. The restricted share units will vest one-third annually over 3 years. Finally, the Company also intends to grant 84,198 deferred share units of the Company under the terms of the Plan to its directors.

Table 1 - Operating Data San Albino and Moss Mine

    Q4 2025  
San Albino      
Tonnes mined   2,298,759  
Tonnes milled   54,076  
Feed Grade (g/t Au)   6.77  
Recovery (Au %)   81.8%  
Gold sold (oz)   9,307  
Average realized gold price ($/oz sold) (1)(2)   4,340  
Cash cost ($/oz Au sold) (1)(2)   1,454  
AISC ($/oz Au sold) (1)(2)   1,602  
Moss Mine      
Tonnes Mined   483,521  
Tonnes Crushed   436,066  
Grade (g/t Au)   0.20  
Gold ounces sold   2,257  
Average realized gold price ($/oz sold) (1)(2)   4,202  
Cash cost ($/oz Au sold) (1)(2)   2,058  
AISC ($/oz Au sold) (1)(2)   2,131  
       


Table 2 - Consolidated Revenue

    Three months ended       Year Ended  
    Dec 31, 2025     Dec 31, 2024     Change       Dec 31, 2025     Dec 31, 2024     Change  
Revenue (in $000s)   50,394     28,849     21,545       148,472     92,076     56,396  
Gold sold (ozs)   11,564     10,888     676       41,686     39,001     2,685  
Average realized gold price ($/oz) (1)(2)   4,313     2,650     1,663       3,515     2,361     1,154  

Table 3 - EBITDA(1) Reconciliation

(in $000's)   Three months ended       Year Ended  
    Dec 31, 2025     Dec 31, 2024       Dec 31, 2025     Dec 31, 2024  
EBITDA (1) $ 24,650   $ 12,608     $ 63,848   $ 37,916  
Share-based compensation expense   835     221     1,973     1,022  
Exploration activities   2,837     1,240     9,363     3,263  
Change in provision for reclamation and rehabilitation   0     18       0     0  
Adjusted EBITDA (1) $ 28,322   $ 14,087       $75,184   $ 42,201  

Chart 1

Q4 2025 - Mine OCF(1)()3) Calculation and Cash Reconciliation (in $ million)

Mine OCF Calculation Q4 2025      
Net cash from Operating Activities   22.0  
Substract      
Change in Non-cash WC   2.4  
Cash from Operating Activities   19.5  
Add back      
Exploration Expense   -2.8  
Nicaraguan Taxes & Royalties   -1.8  
Mine Operating Cash Flow (Mine OCF) (1)(3)   24.1  


Chart 2

2025 - Mine OCF(1)(3) Calculation and Cash Reconciliation (in $ million)

Mine OCF Calculation 2025      
Net cash provided by Operating Activities   53.0  
Substract      
Change in Non-cash WC   2.5  
Cash from Operating Activities   50.4  
Add back      
Exploration Expense   (9.4 )
Nicaraguan Taxes & Royalties   (11.4 )
Mine Operating Cash Flow (Mine OCF) (1)(3)   71.2  


End Notes

1) Refers to a Non-GAAP financial measure within the meaning of National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosure ("NI 52-112"). Refer to information under the heading "Non-GAAP Measures" as well as the reconciliations in this press release.

2) Refers to a Non-GAAP ratio within the meaning of NI-52-112. Refer to information under the heading "Non-GAAP Measures" later in this press release.

3) Refer to "Chart 1 & 2 - Mine OCF Calculation and Cash Reconciliation (in $ millions)" for a reconciliation of the beginning and ending cash position of the Company, including OCF.

4) Includes repayment of the silver loan to Sailfish in April 2025, the repayment of the Wexford Loan in October 2025 and other lease payments.

For complete details, please refer to the audited consolidated financial statements and the associated management's discussion and analysis for the year ended December 31, 2025, available under the Company's profile on SEDAR+ (www.sedarplus.ca), on EDGAR at www.sec.gov or on the Company's website (www.makominingcorp.com).


Non-GAAP Measures

The Company has included certain non-GAAP financial measures and non-GAAP ratios in this press release such as EBITDA, Adjusted EBITDA, Mine OCF cash cost per ounce sold, cash cost per ounce sold,  AISC per ounce sold, ROE, ROA, and Average realized gold price per ounce sold. These non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. In the gold mining industry, these are commonly used performance measures and ratios, but do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to other issuers. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's underlying performance of its core operations and its ability to generate cash flow.

"EBITDA" represents earnings before interest (including non-cash accretion of financial obligation and lease obligations), income taxes and depreciation, depletion and amortization.

"Adjusted EBITDA" represents EBITDA, adjusted to exclude exploration activities, share-based compensation and change in provision for reclamation and rehabilitation.

"Cash costs per ounce sold" is calculated by deducting revenues from silver sales and dividing the sum of mining, milling and mine site administration cost.

"AISC per ounce sold" includes cash costs (as defined above) and adds the sum of G&A, sustaining capital and certain exploration and evaluation ("E&E") costs, sustaining lease payments, provision for environmental fees, if applicable, and rehabilitation costs paid, all divided by the number of ounces sold.  As this measure seeks to reflect the full cost of gold production from current operations, capital and E&E costs related to expansion or growth projects are not included in the calculation of AISC per ounce. Additionally, certain other cash expenditures, including income and other tax payments, financing costs and debt repayments, are not included in AISC per ounce.

"Mine OCF" represents operating cash flow, excluding Nicaraguan taxes and royalties, changes in non-cash working capital and exploration expense

"ROE" is calculated by dividing the twelve trailing months Net Income by the average shareholder's equity. The average shareholder's equity is calculated by adding the total equity at the end of the period to the total equity at the beginning of the period and dividing by two.

"ROA" is calculated by dividing the twelve trailing months Net Income by the average total assets. The average total assets is calculated by adding the total assets at the end of the period to the total assets at the beginning of the period and dividing by two.

"Average realized gold price per ounce sold" is calculated by dividing total gold revenue by the total gold ounces sold into the spot market.

On behalf of the Board,

Akiba Leisman
Chief Executive Officer


About Mako

Mako Mining Corp. is a publicly listed gold mining, development and exploration company. The Company operates the high-grade San Albino gold mine in Nueva Segovia, Nicaragua, which ranks as one of the highest-grade open pit gold mines globally and offers district-scale exploration potential. Mako also owns two assets in the US: the Moss Mine in Arizona, an open pit gold mine in northwestern Arizona and the Mt. Hamilton Project, a fully permitted heap leach project in Nevada. Mako also holds a 100% interest in the PEA-stage Eagle Mountain Project in Guyana, South America. Eagle Mountain is the subject of engineering, environmental and mine permitting activity.

For further information: Mako Mining Corp., Akiba Leisman, Chief Executive Officer, Telephone: 917-558-5289, E-mail: aleisman@makominingcorp.com or visit our website at www.makominingcorp.com and SEDAR www.sedar.ca.

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" under applicable Canadian securities legislation. Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking information, including, but not limited to, any information as to the Company's strategy, objectives, plans or future financial or operating performance. Forward-looking statements are characterized by words such as "plan", "expect", "budget", "target", "project", "intend", "believe", "anticipate", "estimate" and other similar words or negative versions thereof, or statements that certain events or conditions "may", "will", "should", "would" or "could" occur. In particular, forward-looking information included in this press release includes, without limitation, statements with respect to:

 the Company's streams with Sailfish;

 expectations in respect of the environmental authorization to be issued by the Guyana EPA in connection with the Eagle Mountain Project; and

 Q1 2026 expected to be another record quarter for the Company, with more than enough internally funded sources of cash to build the Mt. Hamilton and Eagle Mountain development projects, which will significantly enhance the Company’s production and profitability profile; and

 the Company’s intention to grant stock options, restricted share units and deferred share units under the Plan.

Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable on the date the statements are made, and is inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include the Company's dependence on products produced from its key mining assets; fluctuating price of gold; risks relating to the exploration, development and operation of mineral properties, including but not limited to adverse environmental and climatic conditions, unusual and unexpected geologic conditions and equipment failures; risks relating to operating in emerging markets, particularly Nicaragua and South America, including risk of government expropriation or nationalization of mining operations; health, safety and environmental risks and hazards to which the Company's operations are subject; the Company's ability to maintain or increase present level of gold production; access to financing; cost and availability of commodities; increases in costs of production, such as fuel, steel, power, labor and other consumables; risks associated with infectious diseases; uncertainty in the estimation of mineral resources; the Company's ability to replace and expand mineral resources at its mines; factors that may affect the Company's future production estimates, including but not limited to the quality of ore, production costs, infrastructure and availability of workforce and equipment; risks relating to partial ownerships and/or joint ventures at the Company's operations; reliance on the Company's existing infrastructure and supply chains at the Company's operating mines; risks relating to the acquisition, holding and renewal of title to mining rights and permits, and changes to the mining legislative and regulatory regimes in the Company's operating jurisdictions; limitations on insurance coverage; risks relating to illegal and artisanal mining; the Company's compliance with anti-corruption laws; risks relating to the development, construction and start-up of new mines, including but not limited to the availability and performance of contractors and suppliers, the receipt of required governmental approvals and permits, and cost overruns; risks relating to acquisitions and divestures; title disputes or claims; risks relating to the termination of mining rights; risks relating to security and human rights; risks associated with processing and metallurgical recoveries; risks related to enforcing legal rights in foreign jurisdictions; competition in the precious metals mining industry; fluctuating currency exchange rates (including the US Dollar, Nicaraguan cordoba and Guyanese dollar exchange rates); the values of assets and liabilities based on projected future conditions and potential impairment charges; timing and possible outcome of pending and outstanding litigation and any labor disputes; taxation risks; scrutiny from non-governmental organizations; labor and employment relations; risks related to third-party contractor arrangements; repatriation of funds from foreign subsidiaries; community relations; risks related to relying on local advisors and consultants in foreign jurisdictions; the impact of global financial, economic and political conditions, global liquidity, interest rates, inflation and other factors on the Company's results of operations and market price of common shares; risks associated with financial projections; force majeure events; transactions that may result in dilution to common shares; future sales of common shares by existing shareholders; the Company's dependence on key management personnel and executives; possible conflicts of interest of directors and officers of the Company; the reliability of the Company's disclosure and internal controls; compliance with international ESG disclosure standards and best practices; vulnerability of information systems including cyber-attacks; as well as those risk factors discussed or referred to herein and in the Company's management's discussion and analysis and other public disclosure available under the Company's profile at www.sedarplus.ca, and on EDGAR at www.sec.gov.


Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that could cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company's expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company's plans and objectives and may not be appropriate for other purposes.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

NI 43-101 is a rule of the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Technical disclosure contained in this news release has been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System. These standards differ from the requirements of the U.S. Securities and Exchange Commission ("SEC") and resource information contained in this news release may not be comparable to similar information disclosed by domestic United States companies subject to the SEC's reporting and disclosure requirements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


FAQ

How did Mako Mining (MAKOF) perform financially in 2025?

Mako Mining delivered significantly stronger 2025 results, with revenue of $148.5 million and net income of $33.7 million. Higher gold prices, more ounces sold, and the Moss Mine acquisition lifted gross profit to $75.0 million and operating cash flow to $53.0 million, improving the company’s overall financial position.

What were Mako Mining’s 2025 gold production and cost metrics?

Mako Mining sold 41,686 ounces of gold in 2025 at an average realized price of $3,515 per ounce. Company-wide cash costs were $1,571 per ounce and all-in sustaining costs were $1,881 per ounce, reflecting lower grades at San Albino, higher stripping, longer haul distances, and ramp-up costs at Moss Mine.

How did Mako Mining’s balance sheet change by December 31, 2025?

By year-end 2025, Mako Mining’s cash rose to $77.3 million and working capital to $82.9 million. Strong operating cash flow and a $37.4 million private placement supported these increases, while full repayment of the Wexford loan removed term debt, leaving no term loans outstanding on the balance sheet.

What internal control issues did Mako Mining disclose for 2025?

Mako identified a material weakness in internal control over financial reporting, mainly in IT general controls and journal-entry segregation. Certain users could post entries they created, and rapid growth outpaced compensating controls. Management has initiated system, role, and workflow changes to remediate this weakness.

How did the Moss Mine and San Albino perform for Mako Mining in 2025?

San Albino remained the core producer with 35,898 ounces in 2025, though grades and ounces declined year over year. Moss Mine, acquired in March 2025, contributed 4,933 ounces for the year as ramp-up progressed, with higher unit costs that management aims to improve as operations stabilize.

What progress did Mako Mining make at the Eagle Mountain project in Guyana?

Mako advanced Eagle Mountain’s permitting by submitting an Environmental and Social Impact Assessment to Guyana’s EPA in March 2026. The company met its 2025 work-spend commitment, completed baseline studies, and conducted community engagement, moving the project further along the regulatory review toward potential future development.

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557.73M
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Gold
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